-----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, GFjvcUzFd1CXQ2S5AQmPHukwXZjMWiBzVS2Tq587GuLTUP03rjOLRZCr+CEkeidZ +7DbfmSQPrvSxjH+WlgVwA== 0000927356-97-001131.txt : 19971002 0000927356-97-001131.hdr.sgml : 19971002 ACCESSION NUMBER: 0000927356-97-001131 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19971001 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TCI SATELLITE ENTERTAINMENT INC CENTRAL INDEX KEY: 0001022222 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 841299995 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-47477 FILM NUMBER: 97689537 BUSINESS ADDRESS: STREET 1: 8085 SOUTH CHESTER SUITE 300 CITY: ENGLEWOOD STATE: CO ZIP: 80111 BUSINESS PHONE: 3037124600 MAIL ADDRESS: STREET 1: C/O BAKER & BOTTS LLP STREET 2: 599 LEXINGTON AVE CITY: NEW YORK STATE: NY ZIP: 10022 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 SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Schedule 13D Under the Securities Exchange Act of 1934 (Amendment No. 3) TCI SATELLITE ENTERTAINMENT, INC. (Name of Issuer) Series A Common Stock, $1.00 par value Series B Common Stock, $1.00 par value -------------------------------------- (Title of Classes of Securities) Series A Common Stock 872298104 Series B Common Stock 872298203 -------------------------------- (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) September 23, 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). Exhibit Index is on Page 6 -1- Cusip No. - Series A Common Stock 872298104 Cusip No. - Series B Common Stock 872298203 - -------------------------------------------------------------------------------- (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 PF, AF - -------------------------------------------------------------------------------- (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. - -------------------------------------------------------------------------------- Number of (7) Sole Voting Power 756,061 Shares of Series A* 3,439,958 Shares of Series B** Shares Bene- --------------------------------------------------------- ficially (8) Shared Voting Power 0 Shares Owned by --------------------------------------------------------- Each Report- (9) Sole Dispositive Power 756,061 Shares of Series A* 3,439,958 Shares of Series B** ing Person --------------------------------------------------------- With (10) Shared Dispositive Power 0 Shares - -------------------------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 756,061 Shares of Series A* 3,439,958 Shares of Series B** - -------------------------------------------------------------------------------- (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares [_] ** - -------------------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11)*** Series A Common Stock 1.3% Series B Common Stock 40.6% - -------------------------------------------------------------------------------- (14) Type of Reporting Person IN _____________________________ *Including the 556,061 shares beneficially owned by Dr. Malone, together with the additional 200,000 shares Dr. Malone would acquire upon the exercise of stock options granted in tandem with stock appreciation rights of which options for 120,000 shares are currently exerciseable, but does not include shares of Series A Common Stock issuable upon conversion of shares of Series B Common Stock. (See Items 3 and 5 of the Statement) **Includes 117,300 shares of Series B Common Stock beneficially owned by Dr. Malone's spouse, to which Dr. Malone disclaims any beneficial ownership thereof. (See Item 5 of the Statement). ***Each share of Series A Common Stock is entitled to one vote per share and each share of Series B Common Stock is entitled to 10 votes per share. Accordingly, when these series of stock are aggregated, the Reporting Person may be deemed to beneficially own voting equity securities of the Issuer representing approximately 24.6% of the voting power of the Issuer. -2- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 3) Statement of DR. JOHN C. MALONE Pursuant to Section 13(d) of the Securities Exchange Act of 1934 in respect of TCI SATELLITE ENTERTAINMENT, INC. (Commission File No. 0-21317) ITEM 1. Security and Issuer ------------------- Dr. John C. Malone hereby amends and supplements his Statement on Schedule 13D (the "Statement"), with respect to the Series A Common Stock, par value $1.00 per share (the "Series A Stock"), and the Series B Common Stock, par value $1.00 per share (the "Series B Stock" and together with the Series A Stock, the "Issuer Common Stock"), of TCI Satellite Entertainment, Inc., a Delaware corporation (the "Issuer"). The principal executive offices of the Issuer are located at 8085 South Chester, Suite 300, Englewood, Colorado 80112. Unless otherwise indicated, capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Statement. Dr. Malone is filing this Amendment No. 3 to the Statement to report an acquisition of shares of Series A Stock and a disposition of shares of Series B Stock. ITEM 3. Source and Amount of Funds or Other Consideration ------------------------------------------------- Item 3 of the Statement is hereby amended and supplemented by adding the following: Pursuant to the terms of an Exchange Agreement, dated as of September 23, 1997 (the "Agreement"), among Dr. Malone, Tele-Communications, Inc. and Kearns-Tribune Corporation ("KTC"), KTC exchanged 911,250 shares of Series B Stock owned by KTC for 911,250 shares of Series A Stock owned by Dr. Malone. The foregoing description of the exchange is qualified in its entirety by reference to the Agreement attached to this Amendment No. 3 to the Statement as Exhibit 7(C) and incorporated herein by this reference. -3- ITEM 4. Purpose of Transaction ---------------------- Item 4 of the Statement is hereby amended and supplemented by adding the following: Dr. Malone exchanged 911,250 shares of his Series A Stock for an equal number of shares of Series B Stock, all as described in Item 3 above, to increase his voting power with respect to the Issuer. ITEM 5. Interest in Securities of the Issuer ------------------------------------ Item 5(a) of the Statement is hereby amended and supplemented by adding the following: Dr. Malone beneficially owns (without giving effect to the conversion of Series B Stock for Series A Stock): (a) 756,061 shares of Series A Stock, which includes interests in shares held by the trustee of the Issuer's Employee Stock Purchase Plan, and options for 200,000 shares of which options for 120,000 shares are currently exerciseable and represents 1.3% of the outstanding shares of Series A Stock; and (b) 3,439,958 shares of Series B Stock, which represents 40.6% of the outstanding shares of Series B Stock. The foregoing percentage interests are based on the outstanding share numbers provided by the Issuer as of August 31, 1997 (adjusted for Dr. Malone's options as if exercised in full), as follows: 58,420,802 shares of Series A Stock and 8,465,564 shares of Series B Stock. When these series of stock are aggregated, Dr. Malone may be deemed to beneficially own voting equity securities of the Issuer representing approximately 24.6% of the voting power of the Issuer. Item 5(c) of the Statement is hereby amended and supplemented by adding the following: Except as described in Item 3 above on Dr. Malone's exchange of 911,250 shares of Series A Stock for an equal number of shares of Series B Stock, neither Dr. Malone nor, to his knowledge, his spouse has executed transactions in the Issuer's Common Stock during the past 60 days. ITEM 7. Material to be Filed as Exhibits -------------------------------- C. Exchange Agreement, dated as of September 23, 1997, among Dr. John C. Malone, Tele-Communications, Inc. and Kearns-Tribune Corporation. -4- SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 3 to the Statement is true, complete and correct. September 29, 1997 /s/ Dr. John C. Malone ------------------------------- Dr. John C. Malone -5- EXHIBIT INDEX -------------
EXHIBIT EXHIBIT PAGE - ------- ------- ---- NUMBER - ------ 7(C) Exchange Agreement dated as of September 23, 1997, 7 among Dr. John C. Malone, Tele-Communications, Inc. and Kearns-Tribune Corporation.
-6- EX-7.C 2 EXCHANGE AGREEMENT EXHIBIT 7(C) EXCHANGE AGREEMENT Exchange Agreement, dated as of September 23, 1997 (this "Agreement"), among Tele-Communications, Inc., a Delaware corporation ("TCI"), Kearns-Tribune Corporation, a Utah corporation and a wholly-owned subsidiary of TCI ("KTC"), and John C. Malone ("Malone"). WITNESSETH: WHEREAS, on July 31, 1997, TCI and KTC consummated a merger transaction (the "KTC Merger") pursuant to which KTC became a wholly-owned subsidiary of TCI; WHEREAS, at the time of the KTC Merger, the assets of KTC included, among other things, 879,249 shares of Series A Common Stock, par value $1.00 per share ("Series A Common Stock"), of TCI Satellite Entertainment, Inc., a Delaware corporation ("TSAT"), and 911,250 shares of Series B Common stock, par value $1.00 per share ("Series B Common Stock"), of TSAT; WHEREAS, each of the Boards of Directors of TCI and KTC have determined that it is in the best interest of their respective corporations to exchange all of the shares of Series B Common Stock owned by KTC for an equal number of shares of Series A Common Stock owned by Malone, and the parties are entering into this Agreement for that purpose. NOW THEREFORE, in consideration of the premises and intending to be legally bound, the parties hereto hereby agree as follows: 1. Exchange. --------- (a) At the Closing (as defined herein), and subject to the terms and conditions hereinafter set forth, KTC shall exchange (the "Exchange") the 911,250 shares of Series B Common Stock owned by KTC (the "KTC Series B Shares") for 911,250 shares of Series A Common Stock owned by Malone (the "Malone Series A Shares"). (b) At the Closing, KTC shall deliver, or cause to be delivered, to Malone, against delivery of certificates representing the Malone Series A Shares, certificates representing the KTC Series B Shares. The certificates representing KTC Series B Shares and the Malone Series A Shares shall be accompanied by duly executed stock powers in blank and with all requisite stock transfer stamps affixed thereto. 2. Closing. The closing of the Exchange (the "Closing") shall -------- (unless the parties hereto agree otherwise) take place at the offices of TCI, 5619 DTC Parkway, Englewood, Colorado, at a date and time to be mutually agreed upon by TCI and Malone. 3. Representations and Warranties of the Representative. Each of ----------------------------------------------------- TCI and KTC, jointly and severally, represents and warrants to Malone as follows: 7 (a) Power and Authority. Each of TCI and KTC has the requisite corporate power and authority to enter into and carry out the terms of this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by the respective Boards of Directors of TCI and KTC (or an authorized committee thereof) and no other corporate action on the part of TCI or KTC is necessary to authorize the execution, delivery or performance by TCI or KTC of this Agreement. (b) Binding Agreement. This Agreement has been duly executed and delivered by TCI and KTC and constitutes the valid and binding obligation of each of TCI and KTC, enforceable against them in accordance with its terms. (c) No Consents Needed. The execution, delivery and performance of this Agreement by TCI and KTC does not require any consent, approval, authorization of, or filing with or notification to, any Federal or state court or governmental authority having jurisdiction over TCI or KTC, except for such filings as may be required under the Securities Exchange Act of 1934, as amended. (d) Good Title. KTC has on the date hereof, and will have at the Closing, good and valid title to the KTC Series B Shares owned by it on the date hereof, free and clear of any security interest, mortgage, pledge, lien, claim or encumbrance of any kind (each, an "Encumbrance"). At the Closing, subject to the terms and conditions of this Agreement, Malone will acquire good and valid title to the KTC Series B Shares, free and clear of all Encumbrances. 4. Representations and Warranties of Malone. Malone represents and ----------------------------------------- warrants to TCI and KTC as follows: (a) Power and Authority. Malone has full legal capacity, right, power and authority to enter into and carry out the terms and conditions of this Agreement. (b) Binding Agreement. This Agreement has been duly executed and delivered by Malone and constitutes the valid and binding obligation of him, enforceable against him in accordance with its terms. (c) No Consents Needed. The execution, delivery and performance of this Agreement by Malone does not require any consent, approval, authorization of, or filing with or notification to, any Federal or state court having jurisdiction over him. (d) Good Title. Malone has, on the date hereof, and will have at the Closing, good and valid title to the Malone Series A Shares, free and clear of any Encumbrance. At the Closing, subject to the terms and conditions of this Agreement, KTC will acquire good and valid title to the Malone Series A Shares, free and clear of all Encumbrances. 5. Termination. This Agreement shall be terminated and the ------------ transactions contemplated hereby shall be abandoned with the mutual written consent of TCI, KTC and Malone. 6. Governing Law. This Agreement shall be governed by, and -------------- construed in accordance with, the laws of the State of Colorado, regardless of the laws that might otherwise govern under applicable principles of conflicts of law. 7. Counterparts. This Agreement may be executed in two or more ------------- counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. 8 8. Successors and Assigns. This Agreement shall inure to the ----------------------- benefit of and be binding upon the parties hereto and their respective successors, assigns, representatives and beneficiaries, but neither this Agreement nor any of the rights, interests or other obligations hereunder shall be assigned by any of the parties hereto without the prior written consent of the other parties. 9. Amendment. This Agreement may not be amended except by an ---------- instrument in writing signed by each of the parties hereto. 10. Waiver. Any party hereto may (i) extend the time for the ------- performance of any of the obligations or other acts of the other parties hereto, (ii) waive any inaccuracies in the representations and warranties of the other parties contained herein or in any document delivered pursuant hereto, and (iii) waive compliance by the other parties with any of the agreements or conditions contained herein. Any such extension or waiver shall be valid only if set forth in an instrument in writing signed by the party or parties to be bound thereby. 11. Entire Agreement. This Agreement constitutes the entire ----------------- agreement among the parties hereto and supersedes all prior agreements and understandings, oral and written, among the parties with respect to the subject matter hereof. 9 IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the date first above written. TELE-COMMUNICATIONS, INC. By: ------------------------------- Name: Title: KEARNS-TRIBUNE CORPORATION By: ------------------------------- Name: Title: ------------------------------- JOHN C. MALONE 10 -----END PRIVACY-ENHANCED MESSAGE-----