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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
United Pan-Europe Communications N.V.
(Exact name of registrant as specified in its charter)
THE NETHERLANDS 98-0191997
(State of incorporation or organization) (I.R.S. Employer
Identification No.)
FRED. ROESKESTRAAT
1070 BT, AMSTERDAM, THE NETHERLANDS N/A
(Address of principal executive offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: 31-20-778-9840
IF THIS FORM RELATES TO THE REGISTRATION OF A CLASS OF SECURITIES PURSUANT TO
SECTION 12(g) OF THE EXCHANGE ACT AND IS EFFECTIVE PURSUANT TO GENERAL
INSTRUCTION A.(d), PLEASE CHECK THE FOLLOWING BOX. [X]
SECURITES ACT REGISTRATION STATEMENT FILE NUMBER TO WHICH THIS FORM RELATES:
333-67895
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Title of each class Name of each exchange on which
to be so registered: each class is to be registered:
None None
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
Ordinary Shares, in the form of American Depositary Shares
evidenced by American Depositary Receipts
(nominal value euros 0.30)
(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
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The information contained in Registrant's registration statement on
Form S-1 filed with the Securities and Exchange Commission on November 24, 1998
(SEC File No. 333-67895), as amended (the "Form S-1 Registration Statement"), in
particular the information contained therein under the captions "Prospectus
Summary," "Description of Share Capital" and "Description of American Depositary
Shares" are hereby incorporated by reference.
ITEM 2. EXHIBITS.
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Listed below are all exhibits filed as a part of this registration
statement:
I. 1. The specimen of the American Depositary Receipt for American
Depositary Shares representing Ordinary Shares ("ADRs") filed as
Exhibit A to the Deposit Agreement filed as Exhibit 4.1 to the
Form S-1 Registration Statement.
2. Constituent Instruments defining the rights of the holders of the
Ordinary Shares and the ADRs:
a. The Amended and Restated Articles of Association filed as
Exhibit 3.1 of the Form S-1 Registration Statement.
b. The Deposit Agreement filed as Exhibit 4.1 to the Form S-1
Registration Statement
II. 1-6. Not applicable
The above-referenced documents filed as exhibits to the Form S-1 Registration
Statement are hereby incorporated by reference pursuant to Rule 12b-32 of the
Securities Exchange Act of 1934.
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SIGNATURES
Pursuant to the requirements 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.
United Pan-Europe Communications N.V.
By: /s/ J. Timothy Bryan
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Name: J. Timothy Bryan
President and Chief Financial Officer
Date: February 8, 1999
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