<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   -----------

                                   FORM 10-K/A
                                (AMENDMENT NO. 1)

/X/  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15() OF THE SECURITIES
     EXCHANGE ACT OF 1934

                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999

/ /  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15() OF THE SECURITIES
     EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

               FOR THE TRANSITION PERIOD FROM ________ TO ________

                         COMMISSION FILE NUMBER: 0-21317

                                   ----------

                        TCI SATELLITE ENTERTAINMENT, INC.
             (Exact name of Registrant as specified in its charter)

           STATE OF DELAWARE                             84-1299995
       (State or other jurisdiction                    (I.R.S. Employer
     of incorporation or organization)               Identification Number)

     7600 EAST ORCHARD ROAD, SUITE 330 SOUTH
                ENGLEWOOD, COLORADO                         80111
     (Address of principal executive offices)             (Zip Code)


       Registrant's telephone number, including area code: (303) 268-5440

        Securities registered pursuant to Section 12(b) of the Act: NONE

          Securities registered pursuant to Section 12(g) of the Act:
                SERIES A COMMON STOCK, PAR VALUE $1.00 PER SHARE
                SERIES B COMMON STOCK, PAR VALUE $1.00 PER SHARE

     Indicated by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months, and (2) has been subject to such filing
requirements for the past 90 days. Yes /X/   No / /

     Indicated by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
best of the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendments to this Form 10-K. /X/

     The aggregate market value of the voting stock held by nonaffiliates of TCI
Satellite Entertainment, Inc. computed by reference to the last sales price of
such stock, as of the close of trading on February 29, 2000, was approximately
$850,935,134.

     The number of shares outstanding of TCI Satellite Entertainment, Inc.'s
common stock as of February 29, 2000 was:

                 Series A Common Stock - 62,894,446 shares; and
                   Series B Common Stock - 8,465,224 shares.
<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.


                                       TCI SATELLITE ENTERTAINMENT, INC.

                                       By:  /s/ Kenneth G. Carroll
                                          ---------------------------------
                                       Name: Kenneth G. Carroll
                                       Title: SENIOR VICE PRESIDENT, CHIEF
                                              FINANCIAL OFFICER AND TREASURER

Dated June 26, 2000
<PAGE>

                                    PART IV.

ITEM 14. EXHIBITS, FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES AND
         REPORTS ON FORM 8-K


(a)(1)  FINANCIAL STATEMENTS

Included in Part II of this Report:

<TABLE>
<CAPTION>
                                                                          Page No.
                                                                          --------
<S>                                                                       <C>
Independent Auditors' Report..............................................  II-8
Consolidated Balance Sheets,
   December 31, 1999 and 1998.............................................  II-9
Consolidated Statements of Operations,
   Years ended December 31, 1999, 1998 and 1997...........................  II-10
Consolidated Statements of Equity (Deficit),
   Years ended December 31, 1999, 1998 and 1997...........................  II-11
Consolidated Statements of Cash Flows,
   Years ended December 31, 1999, 1998 and 1997...........................  II-12
Notes to Consolidated Financial Statements,
   December 31, 1999, 1998 and 1997.......................................  II-13

</TABLE>

(a)(2)  FINANCIAL STATEMENT SCHEDULES

Included in Part IV of this Report:

     (i)  Financial Statement Schedules required to be filed:


<TABLE>
<S>                                                                       <C>
Schedule II-Valuation and Qualifying Accounts,
   Years ended December 31, 1999,.........................................  IV-6

</TABLE>

                                        IV-1

<PAGE>

(a)(3)  EXHIBITS

     The following exhibits are filed herewith or are incorporated by reference
herein (according to the number assigned to them in Item 601 of Regulation S-K)
as noted:

     2--Plan of Acquisition, Reorganization, Arrangement, Liquidation or
        Succession:

          2.1  Reorganization Agreement dated as of December 4, 1996, among
               Tele-Communications, Inc. ("TCI"), TCI Communications, Inc.
               ("TCIC"), Tempo Enterprises, Inc., TCI Digital Satellite
               Entertainment, Inc., TCI K-1, Inc. ("TCI K-1"), United Artists
               K-1 Investments, Inc. ("UA K-1"), TCI SE Partner 1, Inc. ("TCISE
               1"), TCI SE Partner 2, Inc. "(TCISE 2") and TCI Satellite
               Entertainment, Inc. (the "Company"). (d)

          2.2  Merger and Contribution Agreement dates as of February 6, 1998,
               among the Company, PRIMESTAR, Inc., Time Warner Entertainment
               Company L.P. ("TWE"), Advance/Newhouse Partnership ("Newhouse"),
               Comcast Corporation ("Comcast"), Cox Communications, Inc.
               ("Cox"), MediaOne of Delaware, Inc. ("MediaOne") and GE American
               Communications, Inc. ("GE Americom"). (f)

          2.3  Asset Transfer Agreement dates as of February 6, 1998, between
               the Company and PRIMESTAR, Inc. (f)

          2.4  Agreement and plan of Merger dates as of February 6, 1998,
               between the Company and PRIMESTAR, Inc. (f)

          2.5  Guarantee Agreement dated as of February 6, 1998, by US WEST
               Media Group, Inc. ("US West"), in favor of each of the Company,
               PRIMESTAR, Inc., TWE, Newhouse, Comcast, Cox and GE Americom. (f)

          2.6  Letter Agreement dates as of February 6, 1998, between John C.
               Malone and the Company, PRIMESTAR, Inc., TWE, Newhouse, Comcast,
               Cox, MediaOne and GE Americom, for the benefit of the Company,
               PRIMESTAR, Inc., TWE, Newhouse, Comcast, Cox, MediaOne and GE
               Americom. (f)

          2.7  Voting Agreement dates as of June 12, 1997, among John C. Malone,
               Time Warner Cable, a division of TWE, Comcast, the Company, Cox,
               MediaOne, Newhouse and GE Americom. (f)

          2.8  Voting Agreement dates as of June 12, 1997, among Donne F.
               Fisher, as Co-Personal Representative of the Estate of Bob
               Magness, Time Warner Cable, a division of TWE, Comcast, the
               Company, Cox, MediaOne, Newhouse and GE Americom. (f)

          2.9  Voting Agreement dates as of June 12, 1997, among TCI, John C.
               Malone, Time Warner Cable, a division of TWE, Comcast, the
               Company, Cox, MediaOne, Newhouse and GE Americom. (f)

          2.10 Form of Stockholders Agreement among PRIMESTAR, Inc., the
               Company, TWE, Newhouse, Comcast, Cox, MediaOne, Continental
               Satellite company, Inc./, Continental Satellite Company of
               Chicago, Inc., Continental Satellite Company of Minnesota, inc.,
               Continental Satellite company of New England, Inc., Continental
               Satellite Company of Michigan, Inc., Continental Satellite
               Company of Ohio, Inc., Continental Satellite Company of Virginia,
               Inc., MediaOne Satellite II, Inc., GE Americom and John C.
               Malone. (f)

          2.11 Form of Registration Rights Agreement among PRIMESTAR, inc., the
               Company, TWE, Newhouse, Comcast, Cox, MediaOne, Continental
               Satellite company, Inc./, Continental Satellite Company of
               Chicago, Inc., Continental Satellite Company of Minnesota, Inc.,
               Continental Satellite company of New England, Inc., Continental
               Satellite Company of Michigan, Inc., Continental Satellite
               Company of Ohio, Inc., Continental Satellite Company of Virginia,
               Inc., MediaOne Satellite II, Inc., GE Americom and John C.
               Malone. (f)

          2.12 Share Appreciation Rights Agreement, dated as of April 28,
               1999 (h)

                                      IV-2
<PAGE>

          2.13 Pledge and Security Agreement dated as of April 28, 1999 (h)

          2.14 Amendment dated as of March 10, 1999 to TSAT Tempo Agreement
               Dated as of February 6, 1998 Between Primestar, Inc. and TCI
               Satellite Entertainment, Inc. (a)

          2.15 Termination Agreement TSAT Merger Agreement (a)

          2.16 Stockholders Agreement dates as of February 6, 1998, among
               PRIMESTAR, Inc., the Company and John C. Malone. (f)

          2.17 TSAT Tempo Agreement dated as of February 6, 1998, between
               PRIMESTAR, Inc., and the Company. (f)

          2.18 Contribution and Exchange Agreement (TSAT) among TCI Satellite
               Entertainment, Inc., Liberty LSAT, Inc. and Liberty LSAT II, Inc.
               dated as of March 16, 2000. (a)

          2.19 Contribution Agreement by and among Liberty Media Corporation,
               Liberty Media International, Inc., LSAT Holdings, Inc., TCI
               Satellite Entertainment, Inc., TSAT Holding 1, Inc., each of the
               Liberty Members signatory hereto, Liberty Satellite, LLC, and
               LSAT Astro, LLC dated March 16, 2000. (a)

          2.20 Operating Agreement of Liberty Satellite, LLC dated March 16,
               2000. (a)

          2.21 Amended and Restated Operating Agreement of LSAT Astro LLC dated
               March 16, 2000. (a)

     3--Articles of Incorporation and Bylaws:

          3.1  Amended and Restated Certificate of Incorporation of the
               Company. (e)

          3.2  Amended and Restated Bylaws of the Company. (e)

          3.3  TCI Satellite Entertainment, Inc. Certificate of Designations,
               Series A Preferred Stock. (a)

          3.4  TCI Satellite Entertainment, Inc. Certificate of Designations,
               Series B Preferred Stock. (a)

     4--Instruments Defining the Rights of Security Holders:

          4.1  Specimen certificate representing shares of Series A Common Stock
               of the Company. (e)

          4.2  Specimen certificate representing shares of Series B Common Stock
               of the Company. (e)

     10--Material Contracts:

          10.1 TCI Satellite Entertainment, Inc. 1996 Stock Incentive Plan. (e)

          10.2 Qualified Employee Stock Purchase Plan of the Company. (d)

          10.3 Indemnification Agreement dated December 4, 1996, by and between
               TCI and Gary S. Howard. (d)

          10.4 Option Agreement, dated as of December 4, 1996, by and between
               the Company and Gary S. Howard. (d)

          10.5 Option Agreement, dated as of December 4, 1996, by and between
               the Company and Larry E, Romrell. (d)

          10.6 Option Agreement, dated as of December 4, 1996, by an between the
               Company and Brendan R. Clouston. (d)

          10.7 Option Agreement, dated as of December 4, 1996, by ad between the
               Company and David P. Beddow. (d)

                                      IV-3
<PAGE>

          10.8  1996 Ancillary Agreement Among Partners dates as of October
                18, 1996, among PRIMESTAR Partners L.P., the Participating
                Partners named therein, GE Americom Services, Inc. and its
                affiliate GE American Communications, Inc. (d)

          10.9  Annex A to the 1996 Ancillary Agreement Among Partners. (e)

          10.10 Option agreement dated February 8, 1990, between Tempo and K
                Prime Partners, L.P. (e)

          10.11 Letter Agreement dated July 30, 1993, between Tempo and
                PRIMESTAR Partners, L.P. relating to FSS. (e)

          10.12 Letter Agreement dated July 30, 1993, between Tempo an
                PRIMESTAR Partners, L.P. relating to BSS. (e)

          10.13 TPO-1-290 BSS Construction Agreement dates as of February 22,
                1990, between Tempo and Space Systems/Loral, Inc. (e)(h)

          10.14 Trade Name and Service Mark License Agreement dates as of
                December 4, 1996, between TCI and the Company. (d)

          10.15 Tax Sharing Agreement effective July 1, 1995, among TCIC and
                certain other subsidiaries of TCI. (e)

          10.16 First Amendment to Tax Sharing Agreement dates as of October
                1995, among TCIC a certain other subsidiaries of TCI. (e)

          10.17 Second Amendment to Tax Sharing Agreement dates as of December
                3, 1996, among TCIC and certain other subsidiaries of TCI. (d)

          10.18 TCI/TSAT Tax Sharing Agreement dated June 1997, by and between
                the Company and TCI. (f)

          10.19 Share Purchase Agreement dated as of December 4, 1996, between
                TCI and the Company. (d)

          10.20 Option Agreement dated as of December 4, 1996, between TCI and
                the Company. (d)

          10.21 Indemnification Agreement dated as of June 11, 1997, among
                News Corp., the Company, PRIMESTAR Partners, Time Warner,
                Comcast, Cox, MediaOne, Newhouse, and GE Americom. (f)

          10.22 TCI Satellite Entertainment, Inc. 1997 Nonemployee Director
                Plan. (f)

          10.23 Asset Purchase Agreement by and among Hughes Electronics
                Corporation, PRIMESTAR, Inc., PRIMESTAR Partners L.P., Tempo
                Satellite, Inc. and the Stockholders of PRIMESTAR listed
                herein, dates as of January 22, 1999. (g)

          10.24 Asset Purchase Agreement among PRIMESTAR, Inc., PRIMESTAR
                Partners L.P., PRIMESTAR MOV, Inc., the Stockholders of
                PRIMESTAR, Inc. listed herein and Hughes Electronics
                Corporation dated as of January 22, 1999. (g)

          10.25 PRIMESTAR Payment Agreement dated as of January 22, 1999 among
                TCI Satellite Entertainment, Inc., PRIMESTAR, Inc., the
                Funding Parties and Paragon Communications. (j)

          21    Subsidiaries of the Registrant. (a)

          23    Consent of KPMG LLP. (a)

          27    Financial Data Schedule. (a)

          (a)   Filed herewith.

          (b)   Incorporated by reference to the Company's Annual Report on Form
                10-K for the year ended December 31, 1998 (Commission File No.
                0-21317).

                                      IV-4
<PAGE>

          (c)  Incorporated by reference to the Company's Annual Report on Form
               10-K for the year ended December 31, 1997 (Commission File No.
               0-21317).

          (d)  Incorporated by reference to the Company's Annual Report on Form
               10-K for the year ended December 31, 1996 (Commission File No.
               0-21317).

          (e)  Incorporated by reference to the Company's Registration Statement
               on Form 10 filed with the Securities and Exchange Commission
               ("SEC") on November 15,1996 (Registration No. 0-21317).

          (f)  Incorporated by reference to PRIMESTAR, Inc.'s Registration
               Statement on Form S-4 filed with the SEC on February 9, 1998
               (Registration No. 333-45835).

          (g)  Incorporated by reference to the Company's Current Report on Form
               8-K, dated February 1, 1999.

          (h)  Incorporated by reference to the Company's Quarterly Report on
               Form 10-Q for the period ended, March 31, 1999.

          (i)  Portions of this document have been granted confidential
               treatment by the SEC and have been redacted in accordance
               therewith.

          (j)  Incorporated by reference to Phoenixstar, Inc's Current Report on
               Form 8-K, dated May 13, 1999.

(b)  REPORTS ON FORM 8-K FILED DURING THE QUARTER ENDED DECEMBER 31, 1999:

     None.

                                      IV-5
<PAGE>

                        TCI SATELLITE ENTERTAINMENT, INC.
                        VALUATION AND QUALIFYING ACCOUNTS
                  YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997


<TABLE>
<CAPTION>
                                                                         Additions      Deductions
                                                          Balance at     charged to     write-offs                      Balance
                                                          beginning        profit         net of                        at end
                                                           of year        and loss      recoveries        Other(1)      of year
                                                          ----------     ----------     ----------        --------      -------
<S>                                                       <C>            <C>            <C>              <C>            <C>
Year ended December 31, 1999:
   Allowance for doubtful receivables-trade ......         $   --             --              --              --             --

Year ended December 31, 1998:
   Allowance for doubtful receivables-trade ......         $5,307          3,062          (4,003)         (4,366)            --

Year ended December 31, 1997:
   Allowance for doubtful receivables-trade ......         $4,666         18,339         (17,698)             --          5,307

</TABLE>

-------------------

(1)  Contribution of accounts receivable and related allowance for doubtful
     accounts in connection with TSAT Asset Transfer.


                                      IV-6