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FORM 8-A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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
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(State of incorporation (I.R.S. Employer)
or organization) Identification No.)
5619 DTC Parkway
Englewood, Colorado 80111
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(Address of principal executive offices)
Securities to be registered pursuant to Section 12(b) of the Act: NONE.
If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A.(c)(1), please check
the following box. [ ]
If this Form relates to the registration of a class of debt securities and is
to become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box. [ ]
Securities to be registered pursuant to Section 12(g) of the Act:
Rights, each attached to, and not separable from, one whole share of TCI Music
Series A Common Stock, par value $.01 per share, issued pursuant to the
Agreement and Plan of Merger dated February 6, 1997, as amended,
by and among Tele-Communications, Inc., TCI Music, Inc.,
TCI Merger Sub, Inc. and DMX Inc.
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(Title of class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The securities to be registered hereby are Rights ("Rights") of
Tele-Communications, Inc., a Delaware corporation ("TCI"), each Right attached
to, and not separable from, one whole share of TCI Music Series A Common Stock,
par value $.01 per share, issued pursuant to the Agreement and Plan of Merger
dated February 6, 1997, as amended (the "Merger Agreement"), by and among TCI,
TCI Music, Inc., TCI Merger Sub, Inc. and DMX Inc. Each Right entitles the
holder to require TCI to purchase one share of TCI Music Series A Common Stock
at a purchase price of $8.00 per share, pursuant to the terms and conditions
specified in the Merger Agreement and the Rights Agreement by and among TCI, TCI
Music, Inc. and the Bank of New York, as Rights Agent. For a description of the
Rights of TCI to be registered hereunder, reference is made to the sections
captioned "Summary - The Merger" and "The Merger Agreement - Consideration to be
Received in the Merger" in the Registration Statement on Form S-4 and Amendment
No. 1 to Registration Statement on Form S-4 of TCI and TCI Music, Inc. filed
with the Securities and Exchange Commission ("SEC") on June 6, 1997 and June 12,
1997, respectively (Reg. File Nos. 333-28613 and 333-28613-01), which sections
are hereby incorporated by reference.
ITEM 2. EXHIBITS.
The following Exhibits are filed as part of this registration
statement in accordance with Instruction I of the Instructions as to Exhibits:
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I.1 -- Registration Statement filed pursuant to the Securities Act of
1933.(1)
I.2 -- TCI Music Series A Common Stock Certificate.(2)
I.3 -- Form of Rights Agreement among Tele-Communications,
Inc., TCI Music, Inc. and The Bank of New York, as Rights
Agent.(3)
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(1) Incorporated by reference to Registration Statement on Form S-4 and
Amendment No. 1 to Registration Statement on Form S-4 of TCI Music,
Inc. and TCI. (Reg. File Nos. 333-28613 and 333-28613-01) filed with
the SEC on June 6, 1997 and June 12, 1997, respectively.
(2) Incorporated by reference to Exhibit 4.1 to Amendment One to
Registration Statement on Form S-4 of TCI Music and TCI (Reg. File
Nos. 333-28613 and 333-28613-01) filed with the SEC on June 12, 1997.
(3) Incorporated by reference to Exhibit 4.3 to the Registration Statement
on Form S-4 of TCI Music and TCI (Reg. File Nos. 333-28613 and
333-28613-01) filed with the SEC on June 6, 1997.
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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.
(Registrant)
Date: July 9, 1997 By: /s/ Stephen M. Brett
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Stephen M. Brett
Executive Vice President and Secretary
