-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, N2PbXsktvwEF12qBYMSyftA9xj8H76NfDpeIDn8tcX7keagrImctdbEdScYcJfa7 Qd2JFEuQ0Vdug5CmNt6IGA== 0001035704-97-000329.txt : 19971031 0001035704-97-000329.hdr.sgml : 19971031 ACCESSION NUMBER: 0001035704-97-000329 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19971030 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TELE COMMUNICATIONS INC /CO/ CENTRAL INDEX KEY: 0000925692 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 841260157 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-44063 FILM NUMBER: 97703977 BUSINESS ADDRESS: STREET 1: 5619 DTC PARKWAY CITY: ENGLEWOOD STATE: CO ZIP: 80111-3000 BUSINESS PHONE: 3032675500 MAIL ADDRESS: STREET 1: 5619 DTC PARKWAY CITY: ENGLEWOOD STATE: CO ZIP: 80111-3000 FORMER COMPANY: FORMER CONFORMED NAME: TCI LIBERTY HOLDING CO DATE OF NAME CHANGE: 19940620 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MALONE JOHN C CENTRAL INDEX KEY: 0000937797 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 5619 DTC PARKWAY STREET 2: C/O TELE COMMUNICATIONS INC CITY: ENGLEWOOD STATE: CO ZIP: 80111 BUSINESS PHONE: 3032675500 MAIL ADDRESS: STREET 1: C/O TELE COMMUNICATIONS INC STREET 2: 5619 DTC PARKWAY CITY: ENGLEWOOD STATE: CO ZIP: 80111 SC 13D 1 SCHEDULE 13D - JOHN L. MALONE 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D Under the Securities Exchange Act of 1934 (Amendment No. 6)* TELE-COMMUNICATIONS, INC. (Name of Issuer) (1) Tele-Communications, Inc. Series A TCI Group Common Stock, par value $1.00 per share. (2) Tele-Communications, Inc. Series A Liberty Media Group Common Stock, par value $1.00 per share. (3) Tele-Communications, Inc. Series A TCI Ventures Group Common Stock, par value $1.00 per share. (4) Tele-Communications, Inc. Series B TCI Group Common Stock, par value $1.00 per share. (5) Tele-Communications, Inc. Series B Liberty Media Group Common Stock, par value $1.00 per share. (6) Tele-Communications, Inc. Series B TCI Ventures Group Common Stock, par value $1.00, per share. (7) Class B 6% Cumulative Redeemable Exchangeable Junior Preferred Stock, par value $.01 per share. - ------------------------------------------------------------------------------- (Title of Classes of Securities) (1) Series A TCI Group Common Stock: 87924V101 (2) Series A Liberty Group Common Stock: 87924V507 (3) Series A Ventures Group Common Stock: 87924V887 (4) Series B TCI Group Common Stock: 87924V200 (5) Series B Liberty Group Common Stock: 87924V606 (6) Series B Ventures Group Common Stock: 87924V879 (7) Class B Preferred Stock: 87924V309 - ------------------------------------------------------------------------------- (CUSIP Numbers) Dr. John C. Malone c/o 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) OCTOBER 15, 1997 ---------------- (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: [ ].** 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). - --------------- ** See discussion in Item 1 relating to prior Schedule 13G filing. Exhibit Index is on Page __ 2 Cusip No. for Series A TCI Group Common Stock-- 87924V101 Cusip No. for Series A Liberty Group Common Stock -- 87924V507 Cusip No. for Series A Ventures Group Common Stock-- 87924V887 Cusip No. for Series B TCI Group Common Stock-- 87924V200 Cusip No. for Series B Liberty Group Common Stock -- 87924V606 Cusip No. for Series B Ventures Group Common Stock-- 87924V879 Cusip No. for Class B Preferred Stock -- 87924V309 - ------------------------------------------------------------------------------- (1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above Persons Dr. John C. Malone - ------------------------------------------------------------------------------- (2) Check the Appropriate Box if a Member of a Group (a) [ ] (b) [ ] - ------------------------------------------------------------------------------- (3) SEC Use Only - ------------------------------------------------------------------------------- (4) Source of Funds OO - ------------------------------------------------------------------------------- (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. - ------------------------------------------------------------------------------- (7) Sole Voting Power 1,512,348 Shares of Series A TCI Group1 53,796,799 Shares of Series B TCI Group2,4 819,502 Shares of Series A Liberty Group2,3 8,627,395 Shares of Series B Liberty Group2,5 649,939 Shares of Series A Ventures Group6 11,877,927 Shares of Series B Ventures Group2,7 Number 273,600 Shares of Class B Preferred2 of Shares ---------------------------------------------------------------------- Bene- (8) Shared Voting Power 0 Shares ficially ---------------------------------------------------------------------- Owned (9) Sole Dispositive 1,512,348 Shares of Series A TCI Group1 Each Power 52,112,024 Shares of Series B TCI Group2,4 Report- 819,502 Shares of Series A Liberty Group2,3 ing Person 8,627,395 Shares of Series B Liberty Group2,5 With 649,939 Shares of Series A Ventures Group6 11,017,247 Shares of Series B Ventures Group2,7 273,600 Shares of Class B Preferred2 - ------------------------------------------------------------------------------- (10) Shared Dispositive Power 0 Shares - ------------------------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 1,512,348 Shares of Series A TCI Group1 53,796,799 Shares of Series B TCI Group2,4 819,502 Shares of Series A Liberty Group2,3 8,627,395 Shares of Series B Liberty Group2,5 649,939 Shares of Series A Ventures Group6 11,877,927 Shares of Series B Ventures Group2,7 273,600 Shares of Class B Preferred2 - ------------------------------------------------------------------------------- (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] 2 3 - ------------------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11)8 Series A TCI Group <1% Series B TCI Group 80.7% Series A Liberty Group <1% Series B Liberty Group 40.7% Series A Ventures Group <1% Series B Ventures Group 73.0% Class B Preferred 16.9% - ------------------------------------------------------------------------------- (14) Type of Reporting Person IN - ----------------------------- 1 Includes 1,400,000 shares Dr. Malone would acquire upon the exercise of stock options granted in tandem with stock appreciation rights of which options for 840,000 shares are currently exerciseable, but does not include shares of Series A TCI Group Stock issuable upon conversion of shares of Series B TCI Group Stock owned by Dr. Malone or his spouse. (See Items 3 and 5 of the Statement) 2 Includes, as applicable, 776,380 shares of Series B TCI Group Stock, 8,484 shares of Series A Liberty Group Stock, 293,250 shares of Series B Liberty Group Stock, 396,620 shares of Series B Ventures Group Stock, and 6,900 shares of Class B Preferred Stock beneficially owned by Dr. Malone's spouse, to which Dr. Malone disclaims any beneficial ownership thereof. (See Item 5) 3 Includes 750,000 shares Dr. Malone would acquire upon the exercise of stock options granted in tandem with stock appreciation rights of which options for 450,000 shares are currently exerciseable. These shares do not include shares of Series A Liberty Group Stock issuable upon conversion of shares of Series B Liberty Group Stock owned by Dr. Malone or his spouse. (See Items 3 and 5 of the Statement) 4 Includes 30,545,864 shares of Series B TCI Group Stock that Dr. Malone has the right to acquire at any time prior to June 30, 1999, and 11,500,000 shares and 2,795,000 shares, respectively, of Series B TCI Group Stock pledged as security for two loans. Also includes 1,684,775 shares of Series B TCI Group Stock on which Dr. Malone has been granted the voting rights; however, Dr. Malone has no right to dispose of such shares (which are excluded in (9) above). (See Item 6 of the Statement) 5 Includes 3,084,358 shares and 500,000 shares, respectively, of Series B Liberty Group Stock pledged as security for two loans. (See Item 6) 6 Includes 600,000 shares Dr. Malone would acquire upon the exercise of stock options granted in tandem with stock appreciation rights of which options for 360,000 shares are currently exerciseable, but does not include shares of Series A Ventures Group Stock issuable upon conversion of shares of Series B Ventures Group Stock owned by Dr. Malone or his spouse. (See Items 3 and 5) 7 Includes 860,680 shares of Series B Ventures Group Stock on which Dr. Malone has been granted voting rights; however, Dr. Malone has no right to dispose of such shares (which are excluded in (9) above). (See Item 6) 8 Each share of Series B TCI Group Stock, Series B Liberty Group Stock and Series B Ventures Group Stock is entitled to 10 votes per share and each share of Series A TCI Group Stock, Series A Liberty Group Stock and Series A Ventures Group Stock is entitled to one vote per share. In addition, holders of Class B Preferred Stock vote with the holders of the Series A TCI Group Stock, Series B TCI Group Stock, Series A Liberty Group Stock, Series B Liberty Group Stock, Series A Ventures Group Stock, Series B Ventures Group Stock, and certain classes/series of Issuer preferred stock on the election of directors. Accordingly, when these series and classes of stock are aggregated, the Reporting Person may be deemed to beneficially own voting equity securities representing approximately 37.7% of the voting power with respect to a general election of directors of the Issuer. 3 4 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Amendment No. 6) Statement of DR. JOHN C. MALONE Pursuant to Section 13(d) of the Securities Exchange Act of 1934 in respect of TELE-COMMUNICATIONS, INC. (Commission File No. 0-20421) ITEM 1. Security and the Issuer ----------------------- Dr. John C. Malone hereby amends and supplements his Statement on Schedule 13D, as amended to the date hereof (the "Statement"), with respect to the following shares of stock of Tele-Communications, Inc., a Delaware corporation (the "Issuer"), beneficially owned by Dr. John C. Malone: (1) Tele-Communications, Inc. Series A TCI Group Common Stock, par value $1.00 per share (the "Series A TCI Group Stock"); (2) Tele-Communications, Inc. Series A Liberty Media Group Common Stock, par value $1.00 per share (the "Series A Liberty Group Stock"); (3) Tele-Communications, Inc. Series A TCI Ventures Group Common Stock, par value $1.00 per share (the "Series A Ventures Group Stock"); (4) Tele-Communications, Inc. Series B TCI Group Common Stock, par value $1.00 per share (the "Series B TCI Group Stock"); (5) Tele-Communications, Inc. Series B Liberty Media Group Common Stock, par value $1.00 per share (the "Series B Liberty Group Stock"); (6) Tele-Communications, Inc. Series B TCI Ventures Group Common Stock, par value $1.00 per share (the "Series B Ventures Group Stock"); and (7) Class B 6% Cumulative Redeemable Exchangeable Junior Preferred Stock, par value $.01 per share (the "Class B Preferred Stock"). The Issuer's executive offices are located at 5619 DTC Parkway, Englewood, Colorado 80111. Unless otherwise indicated, capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Statement. 4 5 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 September 15, 1997, The John C. Malone Charitable Remainder Unitrust (the "Trust") of which Dr. Malone is the trustee distributed 8,484 shares of Series A Liberty Group Stock to Dr. Malone and 8,484 shares of Series A Liberty Group Stock to his spouse. Such distribution did not affect the number of shares deemed beneficially owned by Dr. Malone. Dr. Malone, however, disclaims any beneficial ownership in the shares of Series A Liberty Group Stock distributed by the Trust to his spouse. ITEM 4. Purpose of Transaction ---------------------- Item 4 of the Statement is hereby amended and supplemented by adding the following: The distribution by the Trust occurred in accordance with the terms of the Trust, which requires the Trust to distribute a portion of the Trust estate's income, in cash or in kind, on a periodic basis. ITEM 5. Interest in Securities of the Issuer ------------------------------------ Item 5(a) of the Statement is hereby amended and supplemented by adding the following information thereto: Dr. Malone beneficially owns (without giving effect to the conversion of Series B Liberty Group Stock for Series A Liberty Group Stock) 819,502 shares of Series A Liberty Group Stock, which includes interests in shares held by the trustee of the Issuer's Employee Stock Purchase Plan, and options for 750,000 shares of which options for 450,000 shares are currently exerciseable and represents less than 1% of the outstanding shares of Series A Liberty Group Stock. In addition, Dr. Malone beneficially owns 273,600 shares of Class B Preferred Stock, which represents 16.9% of the outstanding shares of Class B Preferred Stock. The foregoing percentage interests are based on the outstanding share numbers provided by the Issuer as of July 31, 1997 (adjusted for the transactions disclosed in Item 3 of the Statement and Dr. Malone's options as if exercised in full), as follows: 223,833,080 shares of Series A Liberty Group Stock; and 1,620,026 shares of Class B Preferred Stock. When all series and class of stock beneficially owned by Dr. Malone are aggregated, Dr. Malone may be deemed to beneficially own voting equity securities representing approximately 37.7% of the voting power with respect to a general election of directors of the Issuer. All other information in Item 5(a) remains correct. Item 5(c) is hereby amended and supplemented by adding the following information thereto: On October 15, 1997, Dr. Malone sold in the open market: (i) 15,000 shares of Class B Preferred Stock for $88.00 per share; (ii) 1,200 shares of Class B Preferred Stock for $89.00 per share; and (iii) 500,000 shares of Series A Liberty Group Stock for $33.00 per share. On October 16, 1997, Dr. Malone sold in the open market 185,300 shares of Series A Liberty Group Stock for $33.25 per share. 5 6 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 6 to the Statement is true, complete and correct. October 30, 1997 /s/ Dr. John C. Malone ----------------------------------- Dr. John C. Malone 6 -----END PRIVACY-ENHANCED MESSAGE-----