<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 15
CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION
UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
SUSPENSION OF DUTY TO FILE REPORTS
UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number:
33-81088
33-81088-01
33-81088-02
MARCUS CABLE COMPANY, L.L.C.
----------------------------
MARCUS CABLE OPERATING COMPANY, L.L.C.
--------------------------------------
MARCUS CABLE CAPITAL CORPORATION II
-----------------------------------
(Exact Name of Registrant as Specified in its Charter)
2911 Turtle Creek Boulevard, Suite 1300, Dallas, Texas 75219-6527 (214)521-7898
- -------------------------------------------------------------------------------
(Address, including zip code, and telephone number, including area code, or
Registrant's principal executive offices)
13-1/2% Senior Subordinated Guaranteed Discount Notes due August 1, 2004
------------------------------------------------------------------------
(Title of each class of securities covered by this Form)
None
----
(Titles of all other classes of securities for which a duty to file reports
under section 13(a) or 15(d) remains)
Please place an X in the box(es) to designate the appropriate rule provision(s)
relied upon to terminate or suspend the duty to file reports:
Rule 12g-4(a)(1)(i) [ ]
Rule 12g-4(a)(1)(ii) [ ]
Rule 12g-4(a)(2)(i) [ ]
Rule 12g-4(a)(2)(ii) [ ]
Rule 12h-3(b)(1)(i) [ ]
Rule 12h-3(b)(1)(ii) [ ]
Rule 12h-3(b)(2)(i) [ ]
Rule 12h-3(b)(2)(i) [ ]
Rule 12h-3(b)(2)(ii) [ ]
Rule 15d-6 [X]
Approximate number of holders of record as of the certification or notice
date: 23
---
Pursuant to the requirements of the Securities Exchange Act of 1934 MARCUS CABLE
COMPANY, L.L.C., MARCUS CABLE OPERATING COMPANY, L.L.C and MARCUS CABLE CAPITAL
CORPORATION II have caused this certification/notice to be signed on its behalf
by the undersigned duly authorized person.
<PAGE> 2
<TABLE>
<CAPTION>
<S> <C>
DATED: March 17, 1999 MARCUS CABLE COMPANY, L.L.C.
(Registrant)
By: Marcus Cable Properties, L.L.C.,
its managing member
By: Marcus Cable Holdings, L.L.C.,
its managing member
By: Marcus Cable Properties, Inc.,
its managing member
By: /s/ Marcy A. Lifton
---------------------------
Marcy A. Lifton
Its: Senior Vice President
MARCUS CABLE OPERATING COMPANY, L.L.C.
(Registrant)
By: Marcus Cable Company, L.L.C.,
its managing member
By: Marcus Cable Holdings, L.L.C.,
its managing member
By: Marcus Cable Properties, L.L.C.,
its managing member
By: Marcus Cable Properties, Inc.,
its managing member
By: /s/ Marcy A. Lifton
------------------------------
Marcy A. Lifton
Its: Senior Vice President
MARCUS CABLE CAPITAL CORPORATION II
(Registrant)
By: /s/ Marcy A. Lifton
------------------------------
Marcy A. Lifton
Its: Senior Vice President
</TABLE>
