<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amended and restated from paper
format filing made July 23, 1993)
HERITAGE MEDIA CORPORATION
Class A Common Stock, par value $1.00 per Share
(Title of Class of Securities)
427 241 20 3
(CUSIP Number)
Stephen M. Brett, Esq., Senior Vice President and General Counsel,
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)
MARCH 11, 1994
(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).
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CUSIP No. 427 241 20 3
_________________________________________________________________
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Tele-Communications, Inc.
84-0588868
_________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
_________________________________________________________________
3 SEC USE ONLY
_________________________________________________________________
4 SOURCE OF FUNDS*
00
_________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / /
_________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
_________________________________________________________________
NUMBER OF 7 SOLE VOTING POWER
SHARES (See Items 2 and 4 hereof)
BENEFICIALLY ______________________________________________
OWNED BY 8 SHARED VOTING POWER
EACH ______________________________________________
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON (See Items 2 and 4 hereof)
WITH ______________________________________________
10 SHARED DISPOSITIVE POWER
_________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
(See Items 2 and 4 hereof)
_________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
_________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
(See Items 2 and 4 hereof)
_________________________________________________________________
14 TYPE OF REPORTING PERSON*
CO
_________________________________________________________________
* SEE INSTRUCTIONS BEFORE FILLING OUT!
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDED AND RESTATED
SCHEDULE 13D
STATEMENT
OF
TELE-COMMUNICATIONS, INC.
PURSUANT TO SECTION 13(D) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
IN RESPECT OF
HERITAGE MEDIA CORPORATION
(COMMISSION FILE NO. 1-10015)
_____________________________________________________________
ITEM 1. SECURITY AND INTEREST
The class of equity securities to which this Statement relates is the
Class A common stock, par value $1.00 per share ("Class A Common Stock") of
which Heritage Media Corporation, an Iowa corporation (the "Company" or "HMC"),
with principal executive offices at 13355 Noel Road, Suite 1500, Dallas, TX
75240, is the Issuer.
ITEM 2. IDENTITY AND BACKGROUND
This Statement is being filed by Tele-Communications, Inc., a Delaware
corporation ("TCI"), whose address is Terrace Tower II, 5619 DTC Parkway,
Englewood, CO 80111, and whose principal business is the ownership, management
and operation of certain cable television programming interests and cable
television assets. The name, residence or business address, principal
occupation or employment and the name, principal business, and address of any
corporation or other organization in which such employment is conducted with
respect to each director and executive officer of TCI is set forth in Schedule
1 attached hereto, which is incorporated herein by reference. To the knowledge
of TCI, each of the persons named on Schedule 1 (the "Schedule 1 Persons") is a
United States citizen.
During the last five years, neither TCI nor, to the best of the
knowledge of TCI, any of the Schedule 1 Persons, has been (i) convicted of a
criminal proceeding (excluding traffic violations or similar misdemeanors); or
(ii) a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding 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.
TCI originally made this filing because (despite the present regulatory
proscriptions against conversion, referred to in Item 4, below) it might then be
deemed to be the beneficial owner, pursuant to Rule 13d-3(d)(1)(i) of the
General Rules and Regulations (the "Rules") promulgated under the Securities
Exchange Act of 1934, as amended, of more than five percent (5%) of the
outstanding shares of the Company's Class A Common Stock. TCI then was the
beneficial owner of 1,335,721 shares of the Company's Class C Common Stock,
which is privately held and is non-voting, but is presently convertible into
Class A Common Stock of the Company, share for share. The record title to all
1,335,721 Class C shares is held by Heritage Investments, Inc., an 80.1%
indirectly owned subsidiary of TCI. If said Class C common shares were to be
converted into 1,355,721 shares of the Company's Class A Common Stock they
would represent 10.49% of the 11,381,841 shares (which were issued and
outstanding as of July 8, 1993, as disclosed by the Company to TCI), plus
1,335,721 such shares resulting from the conversion, or a total of 12,737,562
Class A Common shares.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The source of funds paid for the 1,335,721 shares (acquired in one
privately negotiated purchase on 4/24/92) of the Company's Class C Common Stock
was working capital and the amount thereof was $14,958,513.68.
ITEM 4. PURPOSE OF TRANSACTION
At the time of its original filing, the Reporting Person had no
present intention of converting its non-voting Class C Common shares of the
Company into voting Class A Common shares because of existing regulatory
prohibitions by the Federal Communications Commission relating to TCI's
principal business of owning and controlling cable television interests and
assets and that of the Company's principal business of owning and controlling
broadcasting interests and assets.
The intention of the Reporting Person with respect to converting its
non-voting Class C Common Shares of HMC into voting Class A Common Shares has
changed because HMC has filed an underwritten Registration Statement on Form
S-3 (Registration No. 33-52581) with
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respect to certain Class A Common Shares owned by the Company, and TCI has
elected to avail itself of its "piggy-back" rights to have its shares included
in such registration.
Accordingly, 1,213,730 of the mentioned 1,335,721 shares of HMC's
Class C Common Stock have been included in the Registration Statement described
in Item 7 hereof, and the balance of said shares (121,991) have been reserved
for and allotted to the U.S. Underwriters and the Managers of the contemplated
public offering, solely to cover over-allotments, if any, as more fully
described in said Registration Statement.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
As initially reported:
(a) As described in Item 2 hereof, the Reporting Person was the
beneficial owner of 1,355,721 Class C shares, which are presently convertible
into a like number of shares of Class A Common Stock of the Issuer. Said Class
C shares, if converted, would represent 10.49% of the then issued and
outstanding Class A Common Stock of the Issuer.
None of the Schedule 1 Persons had any interest in any securities of
the Issuer, except that Robert A. Naify acquired 2,500 shares of the Issuer's
Class A Common Stock on 8/24/89.
(b) The Reporting Person had sole voting and sole dispositive
power over said 1,355,721 Class C shares.
(c) Except as otherwise then reported herein, neither TCI nor, to
the knowledge of TCI, any of the persons described on Schedule 1, had executed
transactions in Common Stock of the Company during the past sixty (60) days.
(d) To the knowledge of TCI, no other person had the right to
receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, the shares of Class C Common Stock described in Item 5(a) and
(b) as beneficially owned by TCI.
(e) Not applicable.
As presently amended:
The disposition of TCI's shares in HMC's Common Stock pursuant to the
public offering contemplated by the Registration Statement (regardless of
whether the U.S. Underwriters and the Managers named therein opt to elect to
exercise their option to cover over-allotments herein above referred to) will
result in the Reporting Person's ceasing to be the beneficial owner of more
than five percent of any class of the securities of HMC.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDING OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
None.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Registration Statement on Form S-3 filed by HMC on March 9, 1994 and
ordered effective March 15, 1994, under Commission File No. 33-52581, is
hereby incorporated by this reference.
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.
DATE: March 22, 1994
TELE-COMMUNICATIONS, INC.
By: /s/ STEPHEN M. BRETT
Stephen M. Brett
Senior Vice President
and General Counsel
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SCHEDULE 1
Directors, Executive Officers and Controlling Persons
of Tele-Communications, Inc. ("TCI")
<TABLE>
<CAPTION>
Principal Business
or Organization in
Principal Occupation and Which Such Employment
Name Business Address Is Conducted
- ---- ------------------------ ---------------------
<S> <C> <C>
Bob Magness Chairman of the Board and Acquisition, development
Director of TCI; and operation of cable
5619 DTC Parkway television systems
Englewood, CO 80111
John C. Malone President and Chief Executive Acquisition, development
Officer and Director of TCI; and operation of cable
5619 DTC Parkway television systems
Englewood, CO 80111
Donne F. Fisher Executive Officer and Acquisition, development
Director of TCI and operation cable
5619 DTC Parkway cable television systems
Englewood, CO 80111
John W. Gallivan Director of TCI; Newspaper publishing
Chairman of the Board
Kearns-Tribune Corporation;
400 Tribune Building
Salt Lake City, UT 84111
Kim Magness Director of TCI; Ranching and horse
Manages family business breeding
interests, principally in
ranching and breeding Arabian horses;
1470 South Quebec Way #148
Denver, CO 80231
Robert A. Naify Director of TCI; Motion Picture
President and C.E.O. of Industry
Todd-AO Corporation;
172 Golden Gate Avenue
San Francisco, CA 94102
Jerome H. Kern Director of TCI; Senior Law
Partner in Baker & Botts, L.L.P.,
885 Third Avenue, Suite 1900
New York, NY 10022
Gary K. Bracken Senior Vice President & Acquisition, development
Controller of TCI; and operation of cable
5619 DTC Parkway television systems
Englewood, CO 80111
Stephen M. Brett Senior Vice President and Acquisition, development
General Counsel of TCI; and operation of cable
5619 DTC Parkway television systems
Englewood, CO 80111
Brendan R. Clouston Executive Vice President and Acquisition, development
Chief Operating Officer of TCI; and operation of cable
5619 DTC Parkway television systems
Englewood, CO 80111
Barry Marshall Chief Operating Officer of Acquisition, development
TCI Cable Management Corporation; and operation of cable
5619 DTC Parkway television systems
Englewood, CO 80111
</TABLE>
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<TABLE>
<CAPTION>
Principal Business
or Organization in
Principal Occupation and Which Such Employ-
Name Business Address ment Is Conducted
- ---- ------------------------ ------------------
<S> <C> <C>
Larry E. Romrell Senior Vice President of TCI; Acquisition, development
5619 DTC Parkway and operation of cable
Englewood, CO 80111 television systems
Bernard W. Senior Vice President & Treasurer Acquisition, development
Schotters, II of TCI; and operation of cable
5619 DTC Parkway television systems
Englewood, CO 80111
J.C. Sparkman Executive Officer of TCI; Acquisition, development
5619 DTC Parkway and operation of cable
Englewood, CO 80111 television systems
Robert N. Thomson Senior Vice President, Government Acquisition, development
Affairs, of TCI; and operation of cable
5619 DTC Parkway television systems
Englewood, CO 80111
Fred A. Vierra Executive Officer of TCI; Acquisition, development
5619 DTC Parkway and operation of cable
Englewood, CO 80111 television systems
</TABLE>
