TELE COMMUNICATIONS INC /CO/
8-A12G, 1995-07-11
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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

                                  ----------

                           TELE-COMMUNICATIONS, INC.
            (Exact name of registrant as specified in its charter)

                  DELAWARE                                84-1260157
          (State of incorporation                      (I.R.S. Employer
              or organization)                        Identification No.)

              5619 DTC PARKWAY
             ENGLEWOOD, COLORADO                          80111-3000
  (Address of principal executive offices)                (Zip Code)


Securities to be registered pursuant to Section 12(b) of the Act:

NONE.

Securities to be registered pursuant to Section 12(g) of the Act:

TELE-COMMUNICATIONS, INC. SERIES A TCI GROUP COMMON STOCK, PAR VALUE $1.00 PER
SHARE.

TELE-COMMUNICATIONS, INC. SERIES B TCI GROUP COMMON STOCK, PAR VALUE $1.00 PER
SHARE.

TELE-COMMUNICATIONS, INC. SERIES A LIBERTY MEDIA GROUP COMMON STOCK, PAR VALUE 
$1.00 PER SHARE.

TELE-COMMUNICATIONS, INC. SERIES B LIBERTY MEDIA GROUP COMMON STOCK, PAR VALUE 
$1.00 PER SHARE.

<PAGE>
 
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
        -------------------------------------------------------

        The securities to be registered hereby are the Tele-Communications, Inc.
Series A TCI Group Common Stock, par value $1.00 per share, of Tele-
Communications, Inc., a Delaware corporation (the "Company"), and Tele-
Communications, Inc. Series B TCI Group Common Stock, par value $1.00 per share,
of the Company (collectively, the "TCI Group Common Stock") and the Tele-
Communications, Inc. Series A Liberty Media Group Common Stock, par value $1.00
per share, of the Company and Tele-Communications, Inc. Series B Liberty Media
Group Common Stock, par value $1.00 per share, of the Company (collectively, the
"Liberty Media Group Common Stock").

        For descriptions of the TCI Group Common Stock, the Liberty Media Group
Common Stock, the other capital stock of the Company and certain anti-takeover
provisions included in the charter and bylaws of the Company, see the
information set forth under the captions "The Liberty Media Group Stock
Proposal--Description of TCI Group Common Stock and Liberty Media Group
Common Stock", "Description of Existing Common Stock and Other Capital Stock"
and "Anti-Takeover Considerations" in the proxy statement/prospectus dated June
29, 1995 (the "Proxy Statement/Prospectus") filed pursuant to Rule 424(b) under
the Securities Act of 1933, as amended, which information is incorporated herein
by reference.

ITEM 2. EXHIBITS
        --------

        The following exhibits are filed as part of this Registration Statement 
on Form 8-A:

*1      Restated Certificate of Incorporation of the Company dated August 4,
         1994, as amended on August 4, 1994, August 16, 1994, October 11, 1994,
         October 21, 1994 and January 26, 1995. (Incorporated herein by
         reference to Exhibit 3 of the Company's Annual Report on Form 10-K for
         the year ended December 31, 1994 (Commission File No. 0-20421)).
<PAGE>
 
*2      Proposed Amendments to the Restated Certificate of Incorporation of the
         Company to be filed in connection with the Liberty Media Group Stock
         Proposal described in the Proxy Statement/Prospectus. (Incorporated
         herein by reference to Appendix III to the Proxy Statement/Prospectus).

*3      By-laws of the Company as adopted August 4, 1994. (Incorporated herein
         by reference to Exhibit 3 of the Company's Annual Report on Form 10-K
         for the year ended December 31, 1994 (Commission file No. 0-20421)).

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

* Incorporated by reference as indicated pursuant to Rule 12b-32.
<PAGE>
 
                                   SIGNATURE

        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.


                                 TELE-COMMUNICATIONS, INC.
         
         
                                 By:     /s/ Stephen M. Brett
                                         --------------------------------------
                                         Stephen M. Brett
                                         Executive Vice President and Secretary


Date: July 11, 1995


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