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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR (G) OF THE
SECURITIES EXCHANGE ACT OF 1934
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TCI Communications Financing II
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(Exact name of registrant as specified in its certificate of trust)
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Delaware 84-6289176
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
5619 DTC Parkway, Englewood, Colorado 80111-3000
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(Address and zip code of principal executive offices of the registrant)
If this Form relates to the registration of a If this Form relates to the registration of a
class of debt securities and is effective upon class of debt securities and is to become
filing pursuant to General Instruction effective simultaneously with the
A(c)(1) please check the following box. [ ] effectiveness of a concurrent registration
statement under the Securities Act of 1933
pursuant to General Instruction A(c)(2)
please check the following box. [ ]
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Securities to be registered Pursuant to Section 12(b) of the Act:
Title of each class Name of Exchange on which
to be so registered each class is to be registered
Trust Preferred Securities of New York Stock Exchange
TCI Communications Financing II,
liquidation amount $25.00 per security (and
the Guarantee with respect thereto)
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Securities to be registered pursuant to Section 12(g) of the Act:
NONE
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(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
For a full description of the Trust Preferred Securities (including the
guarantee) being registered hereby reference is made to (i) the information set
forth under the captions "Description of the Preferred Securities," "Description
of the Preferred Securities Guarantee" and "Effect of Obligations Under the
Subordinated Debt Securities and the Preferred Securities Guarantee" in the
prospectus, dated January 24, 1996, that forms part of the Registrant's
Registration Statement on Form S-3 (Registration No. 33-64525)(the "Registration
Statement"), which was declared effective under the Securities Act of 1933, as
amended (the "Securities Act"), on January 24, 1996 and (ii) the information set
under the captions "Description of the Preferred Securities," "Description of
the Preferred Securities Guarantee" and "Effect of Obligations Under the
Subordinated Debt Securities and the Preferred Securities Guarantee" in the
prospectus supplement dated May 17, 1996 (the "Prospectus Supplement"). The
Registration Statement and the Prospectus Supplement are attached as exhibits
hereto and are herein incorporated by reference.
ITEM 2. EXHIBITS*
2.1. Form of specimen of certificate representing the preferred
securities.
2.2 Certificate of Trust of TCI Communications Financing II filed with
the Secretary of the State of Delaware on November 21, 1995.
2.3. Registration Statement on Form S-3 filed on behalf of the Registrant
with the Securities and Exchange Commission on November 22, 1995, Registration
No. 33-64525.
2.4 Declaration of Trust of TCI Communications Financing II effective as
of November 21, 1995.
2.5. Form of Amended and Restated Declaration of Trust of TCI
Communications Financing II to be executed prior to effectiveness of this
registration statement under the Securities Exchange Act of 1934, as amended.
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* Pursuant to the Instructions as to Exhibits for Form 8-A, the exhibits listed
above are attached to this registration statement as filed with the New York
Stock Exchange but are not attached to this registration statement as filed
with the Securities and Exchange Commission.
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2.6. Indenture, dated January 29, 1996, between TCI Communications, Inc.
and The Bank of New York.
2.7. Second Supplemental Indenture, dated May 22, 1996, between TCI
Communications, Inc. and The Bank of New York.
2.8. Form of Preferred Securities Guarantee Agreement with respect to
Preferred Securities of TCI Communications Financing II.
2.9. Form of 10% Subordinated Deferrable Interest Note due May 31, 2045
of TCI Communications, Inc.
2.10. Prospectus Supplement, dated May 17, 1996, of TCI Communications,
Inc. and TCI Communications Financing II to the Prospectus, dated January 24,
1996, of TCI Communications, Inc. and four grantor trusts (including TCI
Communications Financing II).
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SIGNATURE
Pursuant to the requirement of Section 12 of the Securities Exchange Act of
1934, the registrant has duly caused this registration statement to be signed on
its behalf by the undersigned, thereto duly authorized.
TCI COMMUNICATIONS FINANCING II
Date: May 22, 1996 By: /s/ Bernard W. Schotters
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Bernard W. Schotters
Trustee
By: /s/ Stephen M. Brett
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Stephen M. Brett
Trustee
TCI COMMUNICATIONS, INC.
Date: May 22, 1996 By: /s/ Stephen M. Brett
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Stephen M. Brett
Senior Vice President
