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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
TCI Communications, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 84-0588868
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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 of principal executive offices) (Zip Code)
Tele-Communications, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 84-1260157
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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 of principal executive offices) (Zip Code)
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If this Form relates to the If this Form relates to the
registration of a class of debt registration of a class of debt
securities and is effective upon securities and is to become
filing pursuant to General effective simultaneously with
Instruction A(c)(1) please check the effectiveness of a
the following box. [ ] 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(b) of the Act:
Title of each class Name of Exchange on which
to be so registered each class is to be registered
NONE _______________________________
_______________________________ _______________________________
_______________________________ _______________________________
Securities to be registered pursuant to Section 12(g) of the Act:
Cumulative Exchangeable Preferred Stock, Series A of
TCI Communications, Inc (and the Guarantee by
Tele-Communications, Inc. with respect thereto.)
________________________________________________________________________________
(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The securities to be registered hereby are the Cumulative Exchangeable
Preferred Stock, Series A (the "Series A Preferred Stock"), of TCI
Communications, Inc. (the "Company") and the related guarantee (the "Guarantee")
of Tele-Communications, Inc. (the "Parent"). The Guarantee, which is set forth
in a Guarantee Agreement to be executed by the Parent for the benefit of the
holders of the Series A Preferred Stock, is an unconditional and irrevocable
guarantee, on a subordinated basis, of (i) accrued but unpaid dividends on the
Series A Preferred Stock (to the extent declared by the Board of Directors),
(ii) the redemption price payable for shares of Series A Preferred Stock called
for redemption on the mandatory redemption date and on any optional redemption
date and (iii), in the event of the dissolution, liquidation or winding up of
the Company, the liquidation preference of the shares of Series A Preferred
Stock.
The Series A Preferred Stock is exchangeable, at any time after the
fifth anniversary of the date of original issuance (unless earlier redeemed),
for shares of Tele-Communications, Inc. Series A TCI Group Common Stock (the
"Series A TCI Group Common Stock"). The Company may also elect to make any
dividend, redemption or liquidation payment, in whole or in part, on the Series
A Preferred Stock through the delivery of shares of Series A TCI Group Common
Stock.
For a description of the Series A Preferred Stock, the Guarantee, the
Series A TCI Group Common Stock and each other series of common stock of the
Parent, see the information set forth under the captions "Description of the
Series A Preferred Stock," "Description of the Guarantee" and "Description of
Parent Common Stock" in the prospectus included in the Registration Statement on
Form S-3 (Registration No. 33-64127) of the Company and the Parent (together
with all amendments and exhibits, the "Registration Statement"), which
information is incorporated herein by reference thereto. The prospectus of the
Company and the Parent relating to the Series A Preferred Stock, the Guarantee
and the Series A TCI Group Common Stock to be filed pursuant to Rule 424(b)
under the Securities Act of 1933 shall be deemed to be incorporated by reference
into this Registration Statement on Form 8-A from the date of such filing.
ITEM 2. EXHIBITS
1. Form of Stock Certificate for Series A Preferred Stock.
(Incorporated by reference to Exhibit 4.8 to the Registration Statement).
2. Form of Restated Certificate of Incorporation of the Company.
(Incorporated by reference to Exhibit 4.2 to the Registration Statement).
3. Restated Certificate of Incorporation of the Company dated as of
August 4, 1995. (Incorporated herein by reference to Exhibit 3.3 of the
Company's Annual Report on Form 10-K for the year ended December 31, 1994,
as amended by Form 10-K/A (Amendment No. 1) (Commission File No. 0-5550)).
4. Restated Certificate of Incorporation of the Parent dated
August 4, 1994, as amended. (Incorporated herein by reference to Exhibit 99.1
of the Parent's Current Report on Form 8-K, dated August 10, 1995
(Commission File No. 0-20421)).
5. Form of Certificate of Designations of Cumulative Exchangeable
Preferred Stock, Series A of the Company. (Incorporated by reference to
Exhibit 4.7 to the Registration Statement).
6. Form of Guarantee Agreement to be entered into by the Parent.
(Incorporated by reference to Exhibit 4.9 to the Registration Statement).
7. Preliminary Prospectus included in Amendment No. 1 to the
Registration Statement (Registration No. 33-64127). (Incorporated by reference
to the Preliminary Prospectus that forms a part of the Registration Statement).
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SIGNATURE
Pursuant to the requirement of Section 12 of the Securities Exchange
Act of 1934, the registrants have duly caused this registration statement to be
signed on their behalf by the undersigned, thereto duly authorized.
TCI COMMUNICATIONS,
INC.
Date: January 4, 1996 By: /s/ Stephen M. Brett
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Name: Stephen M. Brett
Title: Senior Vice President
TELE-COMMUNICATIONS, INC.
Date: January 4, 1996 By: /s/ Stephen M. Brett
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Name: Stephen M. Brett
Title: Executive Vice President
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EXHIBIT INDEX
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1. Form of Stock Certificate for Series A Preferred Stock. (Incorporated by reference to
Exhibit 4.8 to the Registration Statement).
2. Form of Restated Certificate of Incorporation of the Company. (Incorporated by
reference to Exhibit 4.2 to the Registration Statement).
3. Restated Certificate of Incorporation of the Company dated as of August 4, 1995.
(Incorporated herein by reference to Exhibit 3.3 of the Company's Annual Report on
Form 10-K for the year ended December 31, 1994, as amended by Form 10-K/A (Amendment
No. 1) (Commission File No. 0-5550)).
4. Restated Certificate of Incorporation of the Parent dated August 4, 1994, as amended.
(Incorporated herein by reference to Exhibit 99.1 of the Parent's Current Report on
Form 8-K, dated August 10, 1995 (Commission File No. 0-20421)).
5. Form of Certificate of Designations of Cumulative Exchangeable Preferred Stock, Series A
of the Company. (Incorporated by reference to Exhibit 4.7 to the Registration Statement).
6. Form of Guarantee Agreement to be entered into by the Parent. (Incorporated by reference
to Exhibit 4.9 to the Registration Statement).
7. Preliminary Prospectus included in Amendment No. 1 to the Registration Statement
(Registration No. 33-64127). (Incorporated by reference to the Preliminary Prospectus
that forms a part of the Registration Statement).
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