Registration No. 333-24285
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
MEDIAONE GROUP, INC.
(Exact 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.
1997 BROAD-BASED STOCK OPTION 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)
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents have been filed with the Securities and Exchange
Commission (the "Commission") by MediaOne Group, Inc., a Delaware corporation
("MediaOne Group" or the "Company"), formerly U S WEST, Inc. ("Old U S WEST")
(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) 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, April
24, 1998, May 15, 1998, June 18, 1998, June 24, 1998, July 30, 1998 and July 31,
1998;
(3) Proxy Statement on Schedule 14A filed with the Commission on April 20, 1998;
(4) Quarterly Report on Form 10-Q for the quarter ended March 31, 1998; and
(5) Quarterly Report on Form 10-Q for the quarter ended June 30, 1998.
All reports filed on or prior to June 12, 1998 were filed by Old U S WEST.
All documents filed by MediaOne Group pursuant to Sections 13(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.
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.
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.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
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
(3-A) Amended and Restated Certificate of Incorporation of MediaOne Group, Inc., a Delaware
corporation (Annex A-2 to the Proxy Statement of MediaOne Group, Inc. on Schedule 14A, filed
April 20, 1998).
(3-B) Bylaws of MediaOne Group, Inc., a Delaware corporation (Exhibit 3(ii) to the Company's Current
Report on Form 8-K filed on June 24, 1998).
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 the
Company's 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 PricewaterhouseCoopers LLP
23-B Consent of Arthur Andersen 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 Powers of Attorney executed by directors and officers who signed this registration statement.
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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 Amended Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Englewood, State of
Colorado, on the 21st day of August, 1998.
MEDIAONE GROUP, INC.
By: /S/ 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.
PRINCIPAL EXECUTIVE OFFICER:
Charles M. Lillis* Chairman of the Board and
Chief Executive Officer
PRINCIPAL FINANCIAL OFFICER:
Richard A. Post* Executive Vice President and
Chief Financial Officer
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DIRECTORS:
Kathleen A. Cote* Charles M. Lillis*
Robert L. Crandall* Charles P. Russ III*
Grant A. Dove* Louis A. Simpson*
Allan D. Gilmour* Jack Slevin*
Pierson M. Grieve* Daniel W. Yohannes*
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*By: /S/ STEPHEN E. BRILZ
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Stephen E. Brilz
Attorney-in-Fact
Dated: August 21, 1998
EXHIBIT INDEX
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Exhibit
Number Description
(3-A) Amended and Restated Certificate of Incorporation of MediaOne Group, Inc., a Delaware
corporation (Annex A-2 to the Proxy Statement of MediaOne Group, Inc. on Schedule 14A, filed
April 20, 1998).
(3-B) Bylaws of MediaOne Group, Inc., a Delaware corporation (Exhibit 3(ii) to the Company's Current
Report on Form 8-K filed on June 24, 1998).
(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 the
Company's 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 PricewaterhouseCoopers LLP
23-B Consent of Arthur Andersen 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 Powers of Attorney executed by directors and officers who signed this registration statement.
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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., referred to herein as
"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 on 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 audit 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 on April 20, 1998.
/s/ PricewaterhouseCoopers LLP
August 21, 1998
Denver, Colorado
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
August 21, 1998
2
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, MediaOne Group, Inc. (formerly U S WEST, Inc.), a Delaware corporation
(hereinafter referred to as the "Company"), filed with the Securities and
Exchange Commission (the "Commission"), under the provisions of the Securities
Act of 1933, as amended, (i) a Registration Statement on Form S-8 (Registration
No. 33-63093) pertaining to the Company's 1994 Stock Plan; (ii) a Registration
Statement on Form S-8 (Registration No. 33-63091) pertaining to the U S WEST
Savings Plan/ESOP; (iii) a Registration Statement on Form S-8 (Registration No.
333-01931) pertaining to the U S WEST Media Group 1996 Stock Option Plan; and
(iv) a Registration Statement on Form S-8 (Registration No. 333-24285)
pertaining to the Company's 1997 Broad-Based Stock Option Plan; and
WHEREAS, the Company proposes to file with the Commission post-effective
amendments to each of the registration statements referred to above, to reflect
the change of the Company's name from U S WEST, Inc. to MediaOne Group, Inc.;
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
amended Registration Statements, 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 7th day of August, 1998.
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/S/ KATHLEEN A. COTE /S/ CHARLES M. LILLIS
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Kathleen A. Cote Charles M. Lillis
/S/ ROBERT L. CRANDALL /S/ CHARLES P. RUSS III
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Robert L. Crandall Charles P. Russ, III
/S/ GRANT A. DOVE /S/ LOUIS A. SIMPSON
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Grant A. Dove Louis A. Simpson
/S/ ALLAN D. GILMOUR /S/ JACK SLEVIN
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Allan D. Gilmour Jack Slevin
/S/ PIERSON M. GRIEVE /S/ DANIEL W. YOHANNES
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Pierson M. Grieve Daniel W. Yohannes
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