UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
MediaOne Group, Inc.
ct name of registrant as specified in its charter)
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Delaware 84-0926774
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
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188 Inverness Drive West
Englewood, Colorado 80112
(303) 858-3000
(Address, zip code, telephone number, and area code, of registrant's principal
executive offices)
MediaOne Group, Inc.
1998 SUPPLEMENTAL STOCK PLAN
(Full title of the Plan)
STEPHEN E. BRILZ, ESQ.
MediaOne Group, Inc.
5613 DTC Parkway, Suite 700
Englewood, Colorado 80111
(303) 858-3511
(Name, address, zip code, telephone number and area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Title of each class of Amount to Proposed maximum Proposed maximum Amount of
securities to be registered be offering price per aggregate offering registration
registered share (1) price (1) fee (1)
MediaOne Group, Inc. Common 10,000,000 $37.625 $376,250,000 $104,598
Stock, $.01 par value (2)
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(1) The registration fee for all securities registered hereby, $104,598, has
been calculated as follows: 0.000278 multiplied by $376,250,000, the aggregate
offering price for 10,000,000 shares of Common Stock of MediaOne Group, Inc.,
at a price per share of $37.625 (the average of the high and low prices
reported in the consolidated reporting system of the New York Stock Exchange on
November 16, 1998).
(2) Includes Stock Purchase Rights which, prior to the occurrence of certain
events, will not be exercisable separately from the Stock.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents have been filed by MediaOne Group, Inc., a Delaware
corporation ("MediaOne Group" or the "Company") with the Securities and Exchange
Commission (the "Commission") (File No. 1-8611) and are incorporated herein by
reference:
(1) Annual Report on Form 10-K for the year ended December 31, 1997 (as amended
by Form 10-K/A filed April 13, 1998);
(2) Proxy Statement on Schedule 14A filed with the Commission on April 20, 1998;
(3) Current Reports on Form 8-K dated January 29, 1998; February 17, 1998; March
25, 1998 (as amended by Form 8-K/A filed April 13, 1998); April 17, 1998; May 5,
1998; May 15, 1998; June 18, 1998; June 24, 1998; July 29, 1998;
July 30, 1998; November 3, 1998 and November 4, 1998;
(4) Quarterly Report on Form 10-Q for the quarters ended June 30, 1998 and
September 30, 1998;
(5) The description of the Stock and the Rights issuable pursuant to an Amended
and Restated Rights Agreement between the Company and State Street Bank and
Trust Company, as Rights Agent, are set forth in "Chapter 8: Capital Stock" of
the Company's Proxy Statement on Schedule 14A filed with the Commission on April
20, 1998.
All documents filed by MediaOne Group pursuant to Sections 3(a), 13(c), 14 or
15(d)of the Exchange Act subsequent to the date of this registration statement
and prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this registration statement to the extent that a statement
contained herein or in any other subsequently filed document, which also is or
is deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this registration
statement.
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Item 4. Description of Securities.
The class of securities to be offered hereby is registered under Section 12 of the Exchange Act.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
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Section 145 of the Delaware General Corporation Law (the "DGCL") permits
MediaOne Group's board of directors to indemnify any person against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with any
threatened, pending or completed action, suit or proceeding in which such
person is made a party by reason of his being or having been a director,
officer, employee or agent of the Registrant, in terms sufficiently broad
to permit such indemnification under certain circumstances for liabilities
(including reimbursement for expenses incurred) arising under the
Securities Act of 1933, as amended (the "Securities Act"). The statute
provides that indemnification pursuant to its provisions is not exclusive
of other rights of indemnification to which a person may be entitled under
any bylaw, agreement, vote of stockholders or disinterested directors, or
otherwise.
MediaOne Group's Amended and Restated Certificate of Incorporation and
Bylaws provide for indemnification of its directors and officers to the
fullest extent permitted by law.
As permitted by Sections 102 and 145 of the DGCL, MediaOne Group's Amended
and Restated Certificate of Incorporation eliminates a director's personal
liability for monetary damages to the Registrant and its stockholders
arising from a breach or alleged breach of a director's fiduciary duty
except for liability under Section 174 of the DGCL, for liability for any
breach of the director's duty of loyalty to the Registrant or its
stockholders, for act or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law or for any transaction
which the director derived an improper personal benefit.
The directors and officers of MediaOne Group are covered by insurance
policies indemnifying them against certain liabilities, including certain
liabilities arising under the Securities Act, which might be incurred by
them in such capacities and against which they cannot be indemnified by
MediaOne Group.
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Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
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Exhibits identified in parentheses below are on file with the SEC, and are
incorporated herein by reference to such previous filings.
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Exhibit
Number Description
(4) Form of Amended and Restated Rights Agreement between U S WEST, Inc. (now MediaOne Group,
Inc.), a Delaware corporation, and State Street Bank and Trust Company, as Rights Agent
(Exhibit 4 to Current Report on Form 8-K dated June 24, 1998).
5 Opinion of Stephen E. Brilz, Corporate Counsel and Assistant Secretary of MediaOne Group, Inc.
23-A Consent of Arthur Andersen LLP
23-B Consent of PricewaterhouseCoopers LLP
23-C The Consent of Stephen E. Brilz, Corporate Counsel and Assistant Secretary of MediaOne Group,
Inc., is included in the opinion of counsel filed as Exhibit 5.
24 Power of Attorney executed by directors and officers who signed this registration statement.
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Item 9. Undertakings.
(a) Rule 415 Offerings.
MediaOne Group hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration statement;
(iii) To include any material information with respect to the plan of
distribution no previously disclosed in the registration statement or any
material change to such information in the registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the Securities Act
of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of the
offering.
(b) Filings Incorporating Subsequent Exchange Act Documents by Reference.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d)
of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by reference in
the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Form S-8 Undertakings.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment
by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Exchange Act
of 1933, MediaOne Group, Inc. certifies that it has reasonable grounds to
believe that it meets all the requirements for filing on Form S-8 and has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Englewood, State of
Colorado, on the 20th of November 1998.
MediaOne Group, Inc.
/s/ Stephen E. Brilz
By:______________________________________
Stephen E. Brilz
Assistant Secretary
Pursuant to the requirements of the Securities Exchange Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
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PRINCIPAL EXECUTIVE OFFICER:
Charles M. Lillis* Chairman of the Board, President and
Chief Executive Officer
PRINCIPAL FINANCIAL OFFICER:
Richard A. Post* Executive Vice President and
Chief Financial Officer
DIRECTORS:
Kathleen A. Cote*
Robert L. Crandall*
Grant A. Dove*
Allan D. Gilmour*
Pierson M. Grieve*
Charles M. Lillis*
Charles P. Russ, III*
Louis A. Simpson*
Jack Slevin*
Daniel W. Yohannes*
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/s/ Stephen E. Brilz
*By ______________________________
Stephen E. Brilz
Attorney-in-Fact
Dated: November 20, 1998
EXHIBIT INDEX
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Exhibit
Number Description
(4) Form of Amended and Restated Rights Agreement between MediaOne Group, Inc., a Delaware
corporation, and State Street Bank and Trust Company, as Rights Agent (Exhibit 4 to
Current Report on Form 8-K dated June 24, 1998).
5 Opinion of Stephen E. Brilz, Corporate Counsel and Assistant Secretary of MediaOne Group,
Inc.
23-A Consent of Arthur Andersen LLP.
23-B Consent of PricewaterhouseCoopers LLP
23-C Consent of Stephen E. Brilz, Corporate Counsel and Assistant Secretary of MediaOne Group,
Inc., is included in the opinion of counsel filed as Exhibit 5.
24 Power of Attorney executed by directors and officers who signed this registration
statement.
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Stephen E. Brilz 5613 DTC Parkway Fax: 303-858-3482
Corporate Counsel and Suite 700
Assistant Secretary Englewood, CO 80111
Phone: 303-858-3511
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November 20, 1998
MediaOne Group, Inc.
188 Inverness Drive West
Englewood, Colorado 80111
Ladies and Gentlemen:
I refer to the registration statement on Form S-8 (the "Registration
Statement") under the Securities Act of 1933, as amended, to be filed by
MediaOne Group, Inc., a Delaware corporation (the "Company"), with the
Securities and Exchange Commission (the "Commission") on November 20, 1998.
The Registration Statement covers 10,000,000 shares of MediaOne Group, Inc.
common stock, $.01 par value per share (the "Shares"), which may be issued
from time to time in connection with the 1998 Supplemental Stock Plan
(the "Plan").
I have made such legal and factual examinations and inquiries as I deemed
advisable for the purpose of rendering this opinion. I am familiar with the
proceedings taken and proposed to be taken in connection with the
authorization, issuance and sale of the Shares. Based upon my examination
and inquiries, it is my opinion that the Shares, upon issuance thereof in
accordance with the terms of the Plan, will be validly issued, fully paid,
and non-assessable.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ STEPHEN E. BRILZ
Stephen E. Brilz
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our reports
dated June 12, 1998 on the consolidated financial statements and the
Supplementary Selected Proportionate Results of Operations and the consolidated
financial statement schedule of MediaOne Group, Inc., our reports dated February
12, 1998 (except with respect to the matter discussed in Note 21 as to which the
date is April 6, 1998) on the consolidated financial statements and the
Supplementary Selected Proportionate Results of Operations and the consolidated
financial statement schedule of U S WEST, Inc., and our reports dated February
12, 1998, on the combined financial statements and financial statement schedule
of New U S WEST, all as of December 31, 1997 and 1996 and for the years then
ended, all incorporated by reference in this registration statement on Form S-8
of MediaOne Group, Inc. (the "Registration Statement"), and to all references to
our Firm included in this Registration Statement.
/s/ Arthur Andersen LLP
Denver, Colorado
November 20, 1998
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement on
Form S-8 of MediaOne Group, Inc. (formerly U S WEST, Inc., "Old U S WEST"),
of our reports dated February 12, 1996 on our audit of the consolidated
financial statements and consolidated financial statement schedule
of Old U S WEST, for the year ended December 31, 1995, which reports are
included in Old U S WEST's Annual Report on Form 10-K for the year ended
December 31, 1997, as amended by Form 10-K/A filed April 13, 1998.
We consent to the incorporation by reference in this Registration Statement on
Form S-8 of MediaOne Group, Inc., of our reports dated February 12, 1996, except
for Note 23, as to which the date is June 12, 1998, on our audit of the restated
consolidated financial statements and restated consolidated financial statement
schedule of MediaOne Group, Inc., for the year ended December 31, 1995, which
reports are included in MediaOne Group, Inc.'s Form 8-K dated June 18, 1998.
We consent to the incorporation in this Registration Statement on Form S-8 of
MediaOne Group, Inc., of our reports dated February 6, 1998 on our audits of
the combined financial statements and combined financial statement schedule of
New U S WEST, for the year ended December 31, 1995, included in Old U S WEST's
Proxy Statement and Schedule 14A, filed April 20, 1998.
/s/ PricewaterhouseCoopers LLP
November 20, 1998
Denver, Colorado
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, MediaOne Group, Inc., a Delaware corporation (hereinafter referred to
as the "Company"), proposes to file with the Securities and Exchange Commission
(the "Commission"), under the provisions of the Securities Act of 1933, as
amended, a Registration Statement on Form S-8 for the issuance of up to
10,000,000 shares of the Company's Common Stock, par value $0.01, and associated
rights to purchase Series A Preferred Stock (together, the "Common Stock"), in
connection with a broad-based compensation plan for Company employees; and
WHEREAS, each of the undersigned is a Director of the Company;
NOW, THEREFORE, each of the undersigned constitutes and appoints STEPHEN E.
BRILZ as attorney for him or her and in his or her name, place, and stead, and
in his or her capacity as a Director of the Company, to execute and file such
Registration Statement, and thereafter to execute and file any further
amendments or supplements thereto, hereby giving and granting to said attorney
full power and authority to do and perform all and every act and thing
whatsoever requisite and necessary to be done in and about the premises as
fully, to all intents and purposes, as he or she might or could do if personally
present at the doing thereof, hereby ratifying and confirming all that said
attorney may or shall lawfully do, or cause to be done, by virtue hereof.
IN WITNESS WHEREOF, each of the undersigned has executed this Power of Attorney
this 2nd day of October, 1998.
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/s/ Kathleen A. Cote /s/ Robert L. Crandall
Kathleen A. Cote Robert L. Crandall
/s/ Grant A. Dove /s/ Allan D. Gilmour
Grant A. Dove Allan D. Gilmour
/s/ Pierson M. Grieve /s/ Charles M. Lillis
Pierson M. Grieve Charles M. Lillis
/s/ Charles P. Russ, III /s/ Louis A. Simpson
Charles P. Russ, III Louis A. Simpson
/s/ Jack Slevin /s/ Daniel W. Yohannes
Jack Slevin Daniel W. Yohannes
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, MediaOne Group, Inc., a Delaware corporation (hereinafter referred to
as the "Company"), proposes to file with the Securities and Exchange Commission
(the "Commission"), under the provisions of the Securities Act of 1933, as
amended, a Registration Statement on Form S-8 for the issuance of up to
10,000,000 shares of the Company's Common Stock, par value $0.01, and associated
rights to purchase Series A Preferred Stock (together, the "Common Stock"), in
connection with a broad-based compensation plan for the Company employees; and
WHEREAS, the undersigned is Chairman of the Board, President and Chief Executive
Officer of the Company;
NOW, THEREFORE, each of the undersigned constitutes and appoints STEPHEN E.
BRILZ as attorney for him and in his name, place, and stead, and in his capacity
as an executive officer of the Company, to execute and file such Registration
Statement and thereafter to execute and file any further amendments or
supplements thereto, hereby giving and granting to said attorney full power and
authority to do and perform all and every act and thing whatsoever requisite and
necessary to be done in and about the premises as fully, to all intents and
purposes, as he or she might or could do if personally present at the doing
thereof, hereby ratifying and confirming all that said attorney may or shall
lawfully do, or cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this
20th day of November, 1998.
/S/ Charles M. Lillis
Charles M. Lillis
Chairman of the Board, President and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, MediaOne Group, Inc., a Delaware corporation (hereinafter referred to
as the "Company"), proposes to file with the Securities and Exchange Commission
(the "Commission"), under the provisions of the Securitiesn Act of 1933, as
amended, a Registration Statement on Form S-8 for the issuance of up to
10,000,000 shares of the Company's Common Stock, par value $0.01, and associated
rights to purchase Series A Preferred Stock (together, the "Common Stock"), in
connection with a broad-based compensation plan for the Company employees; and
WHEREAS, the undersigned is Executive Vice President and Chief Financial Officer
of the Company;
NOW, THEREFORE, each of the undersigned constitutes and appoints STEPHEN E.
BRILZ as attorney for him and in his name, place, and stead, and in his capacity
as an executive officer of the Company, to execute and file such Registration
Statement and thereafter to execute and file any further amendments or
supplements thereto, hereby giving and granting to said attorney full power and
authority to do and perform all and every act and thing whatsoever requisite and
necessary to be done in and about the premises as fully, to all intents and
purposes, as he or she might or could do if personally present at the doing
thereof, hereby ratifying and confirming all that said attorney may or shall
lawfully do, or cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this
20th day of November, 1998.
/S/ Richard A. Post
Richard A. Post
Executive Vice President and
Chief Financial Officer
