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SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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)
March 3, 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. [X]
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
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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 210,000
EACH (9) SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON WITH (10) SHARED DISPOSITIVE POWER
210,000
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
210,000
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ]
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
4.6%
(14) TYPE OF REPORTING PERSON **
HC, CO
** 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., 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 105,000
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EACH (9) SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON WITH (10) SHARED DISPOSITIVE POWER
105,000
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
105,000
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ]
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
2.3%
(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 105,000
EACH (9) SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON WITH (10) SHARED DISPOSITIVE POWER
105,000
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
105,000
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ]
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
2.3%
(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
<PAGE>
NUMBER OF (7) SOLE VOTING POWER
SHARES -0-
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 105,000
EACH (9) SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON WITH (10) SHARED DISPOSITIVE POWER
105,000
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
105,000
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ]
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
2.3%
(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) [ ]
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF (7) SOLE VOTING POWER
SHARES -0-
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 210,000
EACH (9) SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON WITH (10) SHARED DISPOSITIVE POWER
210,000
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
210,000
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ]
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
4.6%
(14) TYPE OF REPORTING PERSON **
IN
** SEE INSTRUCTIONS BEFORE FILLING OUT!
This Amendment No. 1 to the Schedule 13D, originally filed on January 17, 1997
relates to the Cumulative Exchangeable Preferred Stock Series A ( the "Shares")
of TCI Communications Incorporated (the "Company"). Capitalized terms used
herein but not defined herein shall have the meaning ascribed to them in the
initial Schedule 13D.
ITEM 1. SECURITY AND ISSUER.
No change.
ITEM 2. IDENTITY AND BACKGROUND.
The last paragraph of Item 2(a) is hereby amended and restated as follows:
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 210,000 Shares beneficially owned by DESCO Inc, constituting 4.6% 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 210,000 Shares.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The first paragraph of Item 3 is hereby amended and restated as follows:
105,000 of the 210,000 Shares were purchased directly by InvLP, and the
remaining 105,000 of the 210,000 Shares were purchased directly by IntlLLC. The
amount of funds (excluding commissions and/or fees) used by InvLP for the
purchase(s) reported pursuant to Item 5(c) was $402,500, and the amount of funds
(excluding commissions and/or fees) used by IntlLLC for the purchase(s) reported
pursuant to Item 5(c) was $402,500.
ITEM 4. PURPOSE OF THE TRANSACTION.
No change.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Items 5 is hereby amended and restated in its entirety as follows:
(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 March 3, 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 210,000 Shares,
comprising the Shares owned directly by InvLP and IntlLLC. DESCO Inc may be
deemed to beneficially own approximately 4.6% 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 105,000 Shares,
comprising the Shares owned directly by InvLP. DESCO LP may be deemed to
beneficially own approximately 2.3% of the Shares outstanding.
(iii) InvLP owns directly 105,000 Shares, constituting approximately 2.3% of the
Shares outstanding.
(iv) IntlLLC owns directly 105,000 Shares, constituting approximately 2.3% 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 210,000 Shares,
comprising the Shares owned directly by InvLP and IntlLLC.
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David Shaw may be deemed to beneficially own approximately 4.6% of the
outstanding Shares. David Shaw disclaims beneficial ownership of such 210,000
Shares.
(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 January 9, 1997 until
March 3, 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
No change.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
No change.
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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. A Power of Attorney, dated January 14, 1997,
granted by David Shaw in favor of Daniel Fishbane, is attached hereto.
March 6, 1997
D. E. SHAW & CO., INC.
By: David E. Shaw
President
By: /s/ Daniel Fishbane
Attorney-in-Fact for David E. Shaw
D. E. SHAW & CO., L.P.
By: David E. Shaw
Managing Director
By: /s/ Daniel Fishbane
Attorney-in-Fact for David E. Shaw
D. E. SHAW INVESTMENTS, L.P.
By: D. E. SHAW & CO., L.P., as
General Partner
By: David E. Shaw
Managing Director
By: /s/ Daniel Fishbane
Attorney-in-Fact for David E. Shaw
D. E. SHAW & CO. INTERNATIONAL, L.L.C.
By: D. E. SHAW & CO., INC., as
member manager
By: David E. Shaw
President
By: /s/ Daniel Fishbane
Attorney-in-Fact for David E. Shaw
DAVID E. SHAW
By: /s/ Daniel Fishbane
Attorney-in-Fact for David E. Shaw
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SCHEDULE A
Pursuant to Item 5(c), following are the transactions in the Shares during the
period from January 9, 1997 until March 3, 1997. All transactions were effected
over the counter.
Transaction Date Of Number Of shares Price Per
Effected By Purchase Bought (Sold) Share
- ----------- -------- ---------------- ---------
IntlLLC 970114 10000 40.25
InvLP 970114 10000 40.25
InvLP 970214 (25000) 41.75
IntlLLC 970214 (25000) 41.75
IntlLLC 970303 (12500) 39.00
InvLP 970303 (12500) 39.00
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POWER OF ATTORNEY
FOR CERTAIN FILINGS
UNDER THE SECURITIES EXCHANGE ACT OF
1934
I, DAVID E. SHAW, hereby make, constitute and appoint each of:
Lou Salkind,
Stu Steckler,
Anne Dinning and
Danny Fishbane,
acting individually, as my agent and attorney-in-fact, with full power of
substitution, for the purpose of, from time to time, executing in my name, my
individual capacity and/or my capacity as President of D. E. Shaw & Co., Inc.
(acting for itself or as the general partner of D. E. Shaw & Co., L.P.) all
documents, certificates, instruments, statements, other filings and amendments
to the foregoing (collectively, "documents") determined by such person to be
necessary or appropriate to comply with ownership or control-person reporting
requirements imposed by any United States or non-United States governmental or
regulatory authority, including without limitation Forms 3, 4, 5, 13D, 13F and
13G required to be filed with the Securities and Exchange Commission; and
delivering, furnishing or filing any such documents with the appropriate
governmental or regulatory authority. Any such determination shall be
conclusively evidenced by such person's execution and delivery, furnishing or
filing of the applicable document.
This power of attorney shall be valid from the date hereof.
IN WITNESS WHEREOF, I have executed this instrument as of the date set forth
below.
Date: January 14, 1997
DAVID E. SHAW
/s/ David E. Shaw
New York, New York
