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SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
TCI COMMUNICATIONS INCORPORATED
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(Name of Issuer)
Cumulative Exchangeable Preferred Stock Series A (the "Shares")
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(Title of Class of Securities)
872287206
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(CUSIP Number)
Rochelle Elias
Compliance Director
D. E. Shaw & Co., L.P.
120 West 45th Street
39th Floor
New York, New York 10036
(212) 478-0000
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
January 8, 1997
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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 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 [x]. (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
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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 and
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).
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
D. E. Shaw & Co., Inc.
13-3839469
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [x]
(3) SEC USE ONLY
(4) SOURCE OF FUNDS
AF
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) OR 2(e) [ ]
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF (7) SOLE VOTING POWER
SHARES -0-
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 265,000
EACH (9) SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON WITH (10) SHARED DISPOSITIVE POWER
265,000
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
265,000
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ]
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
5.8%
(14) TYPE OF REPORTING PERSON **
HC, CO
** SEE INSTRUCTIONS BEFORE FILLING OUT!
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
D. E. Shaw & Co., L.P.
13-3695715
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [x]
(3) SEC USE ONLY
(4) SOURCE OF FUNDS
AF
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF (7) SOLE VOTING POWER
SHARES -0-
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 132,500
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EACH (9) SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON WITH (10) SHARED DISPOSITIVE POWER
132,500
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
132,500
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ]
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
2.9%
(14) TYPE OF REPORTING PERSON **
PN
** SEE INSTRUCTIONS BEFORE FILLING OUT!
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(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
D. E. Shaw Investments, L.P.
13-3470777
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [x]
(3) SEC USE ONLY
(4) SOURCE OF FUNDS
WC
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF (7) SOLE VOTING POWER
SHARES -0-
<PAGE>
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 132,500
EACH (9) SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON WITH (10) SHARED DISPOSITIVE POWER
132,500
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
132,500
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ]
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
2.9%
(14) TYPE OF REPORTING PERSON **
BD, PN
** SEE INSTRUCTIONS BEFORE FILLING OUT!
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(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
D. E. Shaw & Co. International, L.L.C.
13-3799946
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [x]
(3) SEC USE ONLY
(4) SOURCE OF FUNDS
WC
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e)
[ ]
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF (7) SOLE VOTING POWER
SHARES -0-
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 132,500
EACH (9) SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON WITH (10) SHARED DISPOSITIVE POWER
132,500
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
132,500
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ]
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
2.9%
(14) TYPE OF REPORTING PERSON **
OO
** SEE INSTRUCTIONS BEFORE FILLING OUT!
===============================================================================
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
David E. Shaw
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [x]
(3) SEC USE ONLY
(4) SOURCE OF FUNDS
AF
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) OR 2(e) [ ]
<PAGE>
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF (7) SOLE VOTING POWER
SHARES -0-
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 265,000
EACH (9) SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON WITH (10) SHARED DISPOSITIVE POWER
265,000
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
265,000
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ]
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
5.8%
(14) TYPE OF REPORTING PERSON **
IN
** SEE INSTRUCTIONS BEFORE FILLING OUT!
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ITEM 1. SECURITY AND ISSUER.
This Schedule 13D relates to the Cumulative Exchangeable Preferred Stock Series
A ( the "Shares") of TCI Communications Incorporated (the "Company").
The principal executive offices of the Company are located at 5619 DTC Parkway,
Englewood, Colorado, 80111.
ITEM 2. IDENTITY AND BACKGROUND.
(a) This Schedule is filed on behalf of (i) D. E. Shaw & Co., Inc., ("DESCO
Inc"), a Delaware corporation; (ii) D. E. Shaw & Co., L.P. ("DESCO LP"), a
Delaware limited partnership; (iii) D. E. Shaw Investments, L.P. ("InvLP"), a
Delaware limited partnership; (iv) D. E. Shaw & Co. International, L.L.C.
("IntlLLC"), a Delaware limited liability company; and (v) Mr. David E. Shaw
("David Shaw").
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David Shaw is the President and sole shareholder of DESCO Inc. David Shaw
and Mr. Derrick Cephas are the sole directors of DESCO Inc. Mr. Richard Allen
is the Secretary of DESCO Inc.
The General Partner of DESCO LP is DESCO Inc.
The General Partner of InvLP is DESCO LP.
DESCO Inc is Member Manager and David Shaw is Member of IntlLLC.
The reporting entities and individual (collectively, the
"Reporting Persons") are making a joint filing pursuant to Rule 13d-1(f)
because, by reason of the relationship as described herein, they may be deemed
to be a "group" within the meaning of Section 13(d)(3) with respect to
acquiring, holding and disposing of the Shares.
By virtue of David Shaw's positions, described above, as Member of IntlLLC
as well as President and sole shareholder of DESCO Inc, itself Member Manager
of IntlLLC and the General Partner of DESCO LP, which, in turn, is the General
Partner of InvLP, David Shaw may be deemed to have the shared power to vote or
direct the vote of, and the shared power to dispose or direct the disposition
of, the 265,000 Shares beneficially owned by DESCO Inc, constituting 5.8% of
the outstanding Shares and, therefore, David Shaw may be deemed to be the
beneficial owner of such Shares. David Shaw disclaims beneficial ownership of
such 265,000 Shares.
(b) The address of the principal place of business and principal office of each
person, except Derrick Cephas, referred to in paragraph (a) is 120 West 45th
Street, 39th Floor, New York, New York 10036. The address of the principal
place of business and principal office of Mr. Derrick Cephas is 100 Maiden Lane,
New York, New York 10038.
(c) The principal business of DESCO Inc is that of Member Manager of IntlLLC
and General Partner of DESCO LP.
The principal business of DESCO LP is that of General Partner of InvLP and
of affiliated partnerships.
The principal business of InvLP is that of a registered broker/dealer,
engaged in the purchase and sale of securities for investment for its own
account.
The principal business of IntlLLC is that of investment manager with
respect to funds it manages.
The principal occupation of David Shaw is as President and a director of
DESCO Inc and Member of IntlLLC.
The principal occupation of Mr. Derrick Cephas is as Partner at the firm
of Cadwalader, Wickersham & Taft.
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The principal occupation of Mr. Richard Allen is as Secretary of DESCO
Inc.
(d) None of the persons referred to in paragraph (a) above has, during the last
five years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) None of the persons referred to in paragraph (a) above has, during the last
five years, been 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.
(f) Each individual referred to in paragraph (a) above is a citizen of
the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
132,500 of the 265,000 Shares were purchased directly by InvLP, and the
remaining 132,500 of the 265,000 Shares were purchased directly by IntlLLC. The
amount of funds (excluding commissions and/or fees) used for the purchases of
the Shares by InvLP was $5,060,400, and the amount of funds (excluding
commissions and/or fees) used for the purchases of the Shares by IntlLLC was
$5,064,320.
The Shares purchased by InvLP were purchased with its
investment capital (the capital contributed by its partners). Margin credit may
have been extended by Bear, Stearns Securities Corp., which extends margin
credit as and when required to open or carry positions in its margin accounts,
subject to applicable federal margin regulations, stock exchange rules and such
firm's credit policies with respect to InvLP. The positions held in the margin
accounts, including the Shares, are pledged as collateral security for the
repayment of debit balances in the respective accounts.
The Shares purchased by IntlLLC were purchased with the
capital of the funds for which it serves as investment manager. Margin credit
may have been extended by Bear, Stearns International, Ltd., which extends
margin credit as and when required to open or carry positions in its margin
accounts, subject to applicable federal margin regulations, stock exchange
rules and such firm's credit policies with respect to IntlLLC. The positions
held in the margin accounts, including the Shares, are pledged as collateral
security for the repayment of debit balances in the respective accounts.
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ITEM 4. PURPOSE OF THE TRANSACTION.
The Reporting Persons have acquired the Shares for investment purposes
and in their ordinary course of business. In the ordinary course of their
business, the Reporting Persons may acquire further Shares from time to time
and may dispose of any or all of the Shares held by them at any time.
Other than as set forth above, none of the Reporting Persons has any
plans or proposals which relate to, or could result in, any of the matters
referred to in paragraphs (b) through (j), inclusive, of Item 4 of Schedule
13D. The Reporting Persons may, at any time and from time to time, review or
reconsider their position with respect to any of such matters, but have no
present intention of doing so.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The percentage of Shares reported beneficially owned by each person herein
is based on 4,600,000 Shares outstanding (as of September 30, 1996, as
indicated in the Company's Form 10-Q for the quarter ended September 30, 1996).
As of January 8, 1997:
(i) DESCO Inc owns directly no Shares. By reason of the provisions of Rule
13d-3 of the Act, DESCO Inc may be deemed to own beneficially 265,000 Shares,
comprising the Shares owned directly by InvLP and IntlLLC. DESCO Inc may be
deemed to beneficially own approximately 5.8% of the Shares outstanding.
(ii) DESCO LP owns directly no Shares. By reason of the provisions of Rule
13d-3 of the Act, DESCO LP may be deemed to own beneficially 132,500 Shares,
comprising the Shares owned directly by InvLP. DESCO LP may be deemed to
beneficially own approximately 2.9% of the Shares outstanding.
(iii) InvLP owns directly 132,500 Shares, constituting approximately 2.9% of
the Shares outstanding.
(iv) IntlLLC owns directly 132,500 Shares, constituting approximately 2.9% of
the Shares outstanding.
(v) David Shaw owns directly no Shares. By reason of the provisions of Rule
13d-3 of the Act, David Shaw may be deemed to own beneficially 265,000 Shares,
comprising the Shares owned directly by InvLP and IntlLLC. David Shaw may be
deemed to beneficially own approximately 5.8% of the outstanding Shares. David
Shaw disclaims beneficial ownership of such 265,000 Shares.
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(b) With respect to the number of shares beneficially owned by each Reporting
Person, each Reporting Person shares voting and dispositive power with the
other Reporting Persons, except that InvLP and DESCO LP do not share voting or
dispositive power with IntlLLC and vice versa.
(c) Except for the transactions listed in Schedule A, attached hereto, there
have been no transactions with respect to the class of securities reported on
by the persons named in paragraph (a) during the period from the 60th day prior
to January 8, 1997 until January 8, 1997.
(d) No person other than each Reporting Person is known to have the right to
receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, the Shares.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
There are no contracts, arrangements, understandings or relationships (legal or
otherwise) among the persons named in Item 2 or between such persons and any
person specifically with respect to any securities of the issuer. There are
certain agreements, which reflect the general relationship among the persons
named in Item 2, which, among other things, may govern generally the division
of profits or loss among the persons named in Item 2. These agreements include
limited partnership agreements of DESCO LP and InvLP and an investment
management agreement of IntlLLC.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
There is filed herewith as an Exhibit: (1) a written agreement relating
to the filing of joint acquisition statements, as required by Rule 13d-1(f)(1)
of the Securities and Exchange Act of 1934.
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After reasonable inquiry and to the best of their knowledge and
belief, the undersigned certify that the information set forth in this
statement is true, complete and correct.
January 15, 1997
D. E. SHAW & CO., INC.
By: /s/ David E. Shaw
President
D. E. SHAW & CO., L.P.
By: /s/ Stuart Steckler
Managing Director
D. E. SHAW INVESTMENTS, L.P.
By: D. E. SHAW & CO., L.P., as General Partner
By: /s/ Stuart Steckler
Managing Director
D. E. SHAW & CO. INTERNATIONAL, L.L.C.
By: D. E. SHAW & CO., INC., as member manager
By: /s/ David E. Shaw
President
DAVID E. SHAW
/s/ David E. Shaw
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SCHEDULE A
Transactions in the Shares during the period from the 60th day prior to January
8, 1997 until January 8, 1997. All transactions were effected over the counter.
Transaction Date Of Number Of shares Price Per
Effected By Purchase Bought (Sold) Share
- ----------- -------- ---------------- ---------
InvLP 970107 25000 40.25
IntlLLC 970107 25000 40.25
InvLP 970108 17500 40.935
IntLLC 970108 17500 40.935
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EXHIBIT 1
JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13d-1(f)1
The undersigned acknowledge and agree that the foregoing statement on Schedule
13D is filed on behalf of each of the undersigned and that all amendments to
this statement on Schedule 13D shall be filed on behalf of each of the
undersigned without the necessity of filing additional joint acquisition
statements. The undersigned acknowledge that each shall be responsible for the
timely filing of such amendments, and for the completeness and accuracy of the
information concerning him or it contained therein, but shall not be
responsible for the completeness and accuracy of the information concerning the
other persons, except to the extent that he or it knows or has reason to
believe that such information is inaccurate.
January 15, 1997
D. E. SHAW & CO., INC.
By: /s/ David E. Shaw
President
D. E. SHAW & CO., L.P.
By: /s/ Stuart Steckler
Managing Director
D. E. SHAW INVESTMENTS, L.P.
By: D. E. SHAW & CO., L.P., as General Partner
By: /s/ Stuart Steckler
Managing Director
D. E. SHAW & CO. INTERNATIONAL, L.L.C.
By: D. E. SHAW & CO., INC., as member manager
By: /s/ David E. Shaw
President
DAVID E. SHAW
/s/ David E. Shaw
