<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 6, 1998
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- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
<TABLE>
<S> <C> <C>
MEDIAONE GROUP, INC. DELAWARE 84-0926774
MEDIAONE GROUP FUNDING, INC. DELAWARE 84-1028672
MEDIAONE FINANCE TRUST III DELAWARE APPLIED FOR
MEDIAONE FINANCE TRUST IV DELAWARE APPLIED FOR
MEDIAONE FINANCE TRUST V DELAWARE APPLIED FOR
MEDIAONE FINANCE TRUST VI DELAWARE APPLIED FOR
(Exact name of Registrant as (State or other Jurisdiction of (I.R.S. Employer
Specified in its Charter) Incorporation or Organization) Identification Number)
</TABLE>
188 INVERNESS DRIVE WEST
ENGLEWOOD, COLORADO 80112
(303) 858-3000
(Name, address, including zip code, and telephone number, including
area code, of each registrant's principal executive offices)
------------------------------
STEPHEN E. BRILZ, ESQ. Please send copies of all
MEDIAONE GROUP, INC. communications to:
5613 DTC PARKWAY AKIKO MIKUMO, ESQ.
ENGLEWOOD, COLORADO 80155 WEIL, GOTSHAL & MANGES LLP
(303) 858-3511 767 FIFTH AVENUE
(Name, address, including zip code, NEW YORK, NEW YORK 10153
and telephone (212) 310-8000
number of agent for service for each
registrant)
------------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
FROM TIME TO TIME AFTER THE EFFECTIVE DATE OF THE REGISTRATION STATEMENT, AS
DETERMINED BY MARKET CONDITIONS.
------------------------------
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box. /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / / _________
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration number of the earlier effective registration statement for the same
offering. / / _________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
------------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
AMOUNT TO OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION
TITLE OF EACH CLASS OF SECURITIES TO BE REGISTERED BE REGISTERED(1) UNIT(1)(2)(3) PRICE(1)(2)(3) FEE(1)
<S> <C> <C> <C> <C>
Preferred Securities of MediaOne Finance Trust
III.............................................
Preferred Securities of MediaOne Finance Trust
IV..............................................
Preferred Securities of MediaOne Finance Trust
V...............................................
Preferred Securities of MediaOne Finance Trust
VI..............................................
Subordinated Notes of MediaOne Group Funding,
Inc.............................................
Guarantees of Preferred Securities of MediaOne
Finance Trust III, MediaOne Finance Trust IV,
MediaOne Finance Trust V and MediaOne Finance
Trust VI by MediaOne Group, Inc.(4)(5)..........
Guarantee of Subordinated Notes by MediaOne Group,
Inc.(5).........................................
Total............................................. $700,000,000 100% $700,000,000 $206,500
</TABLE>
(1) Such indeterminate number of Preferred Securities of MediaOne Finance Trust
III, MediaOne Finance Trust IV, MediaOne Finance Trust V and MediaOne
Finance Trust VI and such indeterminate principal amount of Subordinated
Notes of MediaOne Group Funding, Inc. as may from time to time be issued at
indeterminate prices. Subordinated Notes may be issued and sold to Media One
Finance Trust III, MediaOne Finance Trust IV, MediaOne Finance Trust V or
MediaOne Finance Trust VI, in which event such Subordinated Notes may later
be distributed to the holders of Preferred Securities upon a dissolution of
MediaOne Finance Trust III, MediaOne Finance Trust IV, MediaOne Finance
Trust V or MediaOne Finance Trust VI and the distribution of the assets
thereof.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457. The aggregate public offering price of the Preferred
Securities of MediaOne Finance Trust III, MediaOne Finance Trust IV,
MediaOne Finance Trust V and MediaOne Finance Trust VI and the Subordinated
Notes of MediaOne Group Funding, Inc. registered hereby will not exceed
$700,000,000.
(3) Exclusive of accrued interest and distributions, if any.
(4) Includes the rights of holders of the Preferred Securities and certain
back-up obligations of MediaOne Group, Inc. and MediaOne Group Funding, Inc.
as further described in this Registration Statement.
(5) No separate consideration will be received for any Guarantees or the back-up
obligations referred to in note (4).
------------------------------
THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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- --------------------------------------------------------------------------------
<PAGE>
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE CANNOT
SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES
AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL
THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN
ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
<PAGE>
SUBJECT TO COMPLETION, DATED OCTOBER 6, 1998
PROSPECTUS
$700,000,000
<TABLE>
<S> <C>
MEDIAONE GROUP MEDIAONE FINANCE TRUST III
FUNDING, INC. MEDIAONE FINANCE TRUST IV
SUBORDINATED NOTES FULLY AND MEDIAONE FINANCE TRUST V
UNCONDITIONALLY GUARANTEED AS TO MEDIAONE FINANCE TRUST VI
PAYMENT OF PRINCIPAL, PREMIUM, IF ANY, PREFERRED SECURITIES FULLY AND UNCONDITIONALLY
AND INTEREST BY MEDIAONE GROUP, INC. GUARANTEED, BASED ON SEVERAL OBLIGATIONS, BY
MEDIAONE GROUP, INC.
</TABLE>
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THE TRUSTS
MediaOne Finance Trust III, MediaOne Finance Trust IV, MediaOne Finance Trust V
and MediaOne Finance Trust VI are Delaware business trusts. Each trust will
- - sell preferred securities (representing undivided beneficial interests in the
trust) to the public.
- - sell common securities to MediaOne Group.
- - use the proceeds from these sales to buy an equal amount of subordinated notes
of MediaOne Group Funding, Inc., a subsidiary of MediaOne Group.
- - distribute the cash payments it receives on the subordinated notes it owns to
the holders of the preferred and common securities.
MEDIAONE GROUP FUNDING
- - will pay principal, premium (if any) and interest on its subordinated notes,
subject to payment on its more senior debt.
- - may choose to distribute the subordinated notes pro rata to the preferred and
common security holders.
MEDIAONE GROUP
- - will fully and unconditionally guarantee the payment by each trust of the
preferred securities based on several obligations described in this
prospectus.
- - will fully and unconditionally guarantee the subordinated notes on a
subordinated basis.
WE URGE YOU TO READ THIS PROSPECTUS AND THE ACCOMPANYING PROSPECTUS SUPPLEMENT,
WHICH WILL DESCRIBE THE SPECIFIC TERMS OF THE PREFERRED SECURITIES, THE
SUBORDINATED NOTES AND THE NOTE GUARANTEE, CAREFULLY BEFORE YOU MAKE YOUR
INVESTMENT DECISION.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS OR THE ACCOMPANYING PROSPECTUS SUPPLEMENT IS TRUTHFUL OR COMPLETE.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
- --------------------------------------------------------------------------------
THIS PROSPECTUS MAY NOT BE USED TO SELL SECURITIES UNLESS ACCOMPANIED BY A
PROSPECTUS SUPPLEMENT.
The date of this Prospectus is , 1998
<PAGE>
WHERE YOU CAN FIND
MORE INFORMATION
MediaOne Group files reports, proxy statements, and other information with the
Securities and Exchange Commission ("SEC"). Such reports, proxy statements, and
other information concerning MediaOne Group can be read and copied at the SEC's
Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. Please
call the SEC at 1-800-SEC-0330 for further information on the Public Reference
Room. The SEC maintains an internet site at http://www.sec.gov that contains
reports, proxy and information statements and other information regarding
issuers that file electronically with the SEC, including MediaOne Group.
MediaOne Group's Common Stock is listed and traded on the New York Stock
Exchange ("NYSE") and the Pacific Stock Exchange ("PSE"). These reports, proxy
statements and other information are also available for inspection at the
offices of the NYSE, 20 Broad Street, New York, New York 10005 and at the
offices of PSE, 115 Sansome Street, 2nd Floor, San Francisco, California 94104.
This prospectus is part of a registration statement filed with the SEC by
MediaOne Group, MediaOne Group Funding and the trusts. The full registration
statement can be obtained from the SEC as indicated above, or from MediaOne
Group.
The SEC allows MediaOne Group to "incorporate by reference" the information it
files with the SEC. This permits MediaOne Group to disclose important
information to you by referencing these filed documents. Any information
referenced this way is considered part of this prospectus, and any information
filed with the SEC subsequent to this prospectus will automatically be deemed to
update and supersede this information. MediaOne Group incorporates by reference
the following documents which have been filed with the SEC:
- - Annual Report on Form 10-K for the year ended December 31, 1997, as amended by
Form 10-K/A filed April 13, 1998;
- - 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, June 18, 1998, June 24, 1998, July 29, 1998 and July 30, 1998;
- - Proxy Statement on Schedule 14A filed with the Commission on April 20, 1998;
and
- - Quarterly Reports on Form 10-Q for the quarters ended March 31, 1998 and June
30, 1998.
All reports filed on or prior to June 12, 1998 were filed by MediaOne Group
under the name of U S WEST, Inc.
MediaOne Group incorporates by reference the documents listed above and any
future filings made with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d)
of the Exchange Act of 1934 (the "Exchange Act") until the trusts sell all of
the preferred securities.
MediaOne Group will provide without charge upon written or oral request, a copy
of any or all of the documents which are incorporated by reference to this
prospectus, other than exhibits which are specifically incorporated by reference
into such documents. Requests should be directed to Investor Relations, MediaOne
Group, Inc., 188 Inverness Drive West, Englewood, Colorado 80112 (telephone
number (303) 858-3677).
There are no separate financial statements of MediaOne Group Funding or the
trusts in this prospectus. MediaOne Group does
2
<PAGE>
not believe such financial statements would be helpful because:
- - MediaOne Group Funding and the trusts are direct or indirect wholly-owned
subsidiaries of MediaOne Group, which files consolidated financial information
under the Exchange Act.
- - MediaOne Group Funding does not have any independent operations other than
issuing debt securities guaranteed by MediaOne Group.
- - The trusts do not have any independent operations other than issuing the
preferred and common securities and purchasing the subordinated notes.
- - The obligations of MediaOne Group Funding under the subordinated notes are
fully and unconditionally guaranteed by MediaOne Group and the obligations of
MediaOne Group under the Preferred Securities Guarantees, the Declarations,
the note guarantees and the Indenture (each as defined herein) have the effect
of providing a full, irrevocable and unconditional guarantee of the trusts'
obligations under their preferred securities. See "Description of the
Subordinated Notes and the Note Guarantees," "Description of the Preferred
Securities Guarantees" and "Relationship Among the Preferred Securities, the
Preferred Securities Guarantee, the Subordinated Notes and the Note Guarantee
Held by Each Trust."
MEDIAONE GROUP, INC.
MediaOne Group is a diversified global media and broadband communications
company. MediaOne Group has operations and investments in two principal areas:
(1) domestic broadband communications and (2) international broadband and
wireless communications. MediaOne Group is the third largest cable television
system operator in the United States with large clusters in Atlanta, Georgia,
Eastern Massachusetts, Southern California, Southern Florida, Detroit, Michigan
and Minneapolis/St. Paul, Minnesota. As of June 30, 1998, MediaOne Group's
domestic cable television systems passed approximately 8.4 million homes and
provided services to approximately 5.0 million basic cable subscribers. MediaOne
Group also owns an approximately 25% capital interest in Time Warner
Entertainment Company, L.P., which provides cable programming, filmed
entertainment and broadband communications services and is the second largest
cable television system operator in the United States. Outside of the United
States, MediaOne Group owns interests in various providers of broadband and
wireless communications services in markets in continental Europe, the United
Kingdom and Asia, including an approximately 22% interest in Telewest
Communications plc, the second largest provider of combined cable and
telecommunications services in the United Kingdom, and a 50% interest in One 2
One, a provider of personal communications services in the United Kingdom.
THE SEPARATION
Prior to June 12, 1998, MediaOne Group was known as "U S WEST, Inc." ("Old U S
WEST"). On June 12, 1998, Old U S WEST separated its businesses into two
independent companies (the "Separation"). Until the Separation, Old U S WEST
conducted its businesses through two groups: the U S WEST Communications Group
(the "Communications Group") and the U S WEST Media Group (the "Media Group").
In the Separation, the Communications Group and the domestic directories
business of the Media Group were combined to form a new corporation ("New U S
WEST"). The shares of New
3
<PAGE>
U S WEST were issued to the shareholders of Old U S WEST. New U S WEST has
changed its name to "U S WEST, Inc." The rest of Old U S WEST, consisting of the
remainder of the Media Group, was re-named "MediaOne Group, Inc."
THE AIRTOUCH TRANSACTION
On April 6, 1998, MediaOne Group sold its domestic wireless business to AirTouch
Communications, Inc. (the "AirTouch Transaction"). In the AirTouch Transaction,
MediaOne Group received from AirTouch (after closing adjustments):
- - 59,313,621 shares of AirTouch common stock; and
- - two classes of AirTouch preferred stock having an aggregate liquidation
preference of $1.65 billion.
In addition, AirTouch assumed $1.35 billion of indebtedness of MediaOne Group's
domestic wireless business. Prior to the AirTouch Transaction, MediaOne Group
and AirTouch were parties to a joint venture pursuant to which the parties had
agreed to combine their domestic wireless businesses. The AirTouch Transaction
was consummated instead of such joint venture.
In August 1998, MediaOne Group issued $1,737,937,500 principal amount of 6 1/4%
exchangeable notes due August 15, 2001. The exchangeable notes are mandatorily
exchangeable into a number of shares of AirTouch common stock (or at MediaOne
Group's option, the cash equivalent of such stock) according to an exchange rate
formula based on the then market price of AirTouch common stock. Under the terms
of the exchangeable notes, the holders of the exchangeable notes could receive
up to a maximum of 29,900,000 shares of AirTouch common stock at maturity.
MEDIAONE GROUP FUNDING, INC.
MediaOne Group Funding is a wholly owned subsidiary of MediaOne Group. MediaOne
Group Funding has no independent operations. MediaOne Group Funding's sole
purpose is to provide financing to MediaOne Group and its affiliates through the
issuance of indebtedness guaranteed by MediaOne Group.
THE TRUSTS
MediaOne Group created four Delaware business trusts pursuant to four
Declarations of Trust executed by MediaOne Group as sponsor for each trust and
five appointed trustees for each trust. The trusts are named MediaOne Finance
Trust III, MediaOne Finance Trust IV, MediaOne Finance Trust V and MediaOne
Finance Trust VI. MediaOne Group will file an Amended and Restated Declaration
of Trust (a "Declaration") for each trust, which will state the terms and
conditions for each trust to issue and sell its preferred securities and common
securities. Such Declaration will be in the form filed as an exhibit to the
registration statement of which this prospectus forms a part.
Each trust will exist solely to:
- - issue and sell its preferred and common securities;
- - use the proceeds from the sale of its preferred and common securities to
purchase a series of MediaOne Group Funding's subordinated notes;
- - maintain its status as a grantor trust for federal income tax purposes; and
- - engage in other activities that are necessary or incidental to these purposes.
MediaOne Group will purchase all of the common securities of each trust. The
common securities will represent an aggregate liquidation amount equal to at
least 3% of each trust's total capitalization. The preferred securities will
represent the remaining 97% of such trust's total
4
<PAGE>
capitalization. The common securities will have terms substantially identical
to, and will rank equal in priority of payment with, the preferred securities.
However, if MediaOne Group Funding defaults on the related subordinated notes,
then cash distributions and liquidation, redemption and other amounts payable on
the common securities will be subordinate to the preferred securities in
priority of payment.
The preferred securities will be guaranteed by MediaOne Group as described later
in this prospectus.
MediaOne Group has appointed five trustees to conduct each trust's business and
affairs:
- - The First National Bank of Chicago ("Property Trustee")
- - An affiliate of The First National Bank of Chicago ("Delaware Trustee")
- - Three MediaOne Group officers ("Regular Trustees")
Only MediaOne Group, as owner of the common securities, can remove or replace
the trustees. In addition, MediaOne Group can increase or decrease the number of
trustees. However, the majority of trustees will always be Regular Trustees.
MediaOne Group Funding will pay all fees and expenses related to each trust and
each offering of the related preferred securities and will pay all ongoing costs
and expenses of each trust, except such trust's obligations under the related
preferred and common securities. MediaOne Group will fully and unconditionally
guarantee the payment of such fees and expenses.
The trusts will not have separate financial statements. The statements would not
be material to holders of the preferred securities because no trust will have
any independent operations. Each trust exists solely for the reasons summarized
above.
USE OF PROCEEDS
The proceeds of the sale of the common and preferred securities issued by each
trust will be invested by such trust in the related series of subordinated notes
of MediaOne Group Funding. MediaOne Group Funding will loan the proceeds from
the issuance of the subordinated notes to MediaOne Group and its affiliates to
be used for general corporate purposes, including working capital, acquisitions,
the refinancing of short-term and long-term borrowings and other business
opportunities.
RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS
The following table sets forth the ratio of earnings to combined fixed charges
and preferred stock dividends for MediaOne Group based on the historical results
of MediaOne Group, which have been restated to reflect the Separation of Old U S
WEST into MediaOne Group and New U S WEST for the periods indicated. For the
purpose of calculating this ratio, earnings consist of income from continuing
operations before income taxes and fixed charges. Fixed charges include interest
on indebtedness and the portion of rentals representative of the interest
factor.
<TABLE>
<CAPTION>
SIX MONTHS
ENDED JUNE 30,
YEAR ENDED DECEMBER 31,
- ----------------------------------------------------- --------------------
1993 1994 1995 1996 1997 1997 1998
- --------- --------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
-- 1.67 -- -- -- -- 9.45
</TABLE>
Earnings for the year ended December 31, 1993, 1995, 1996 and 1997 were
insufficient to cover fixed charges and preferred stock dividends by $217
million, $64 million, $421 million and $629 million, respectively, and for the
six months ended June 30, 1997 by $349 million. Earnings for the six months
ended June 30, 1998 include a $3,869 million gain from the sale of domestic
wireless operations. Without the gain, earnings were insufficient to cover fixed
charges and preferred stock dividends by $414 million.
5
<PAGE>
DESCRIPTION OF SECURITIES
This prospectus contains a summary of the preferred securities, the subordinated
notes, the note guarantee and the preferred securities guarantee relating to
each trust. Such securities will be identical with respect to each trust except
as otherwise described in the prospectus supplement for such securities. These
summaries are not meant to be a complete description of each security. However,
this prospectus and the accompanying prospectus supplement contain the material
terms and conditions for each security. For more information please refer to (1)
the Declaration for each trust, (2) the indenture (the "Indenture") among
MediaOne Group, MediaOne Group Funding and Norwest Bank Minnesota, N.A., as
trustee ("Debenture Trustee"), as supplemented by a supplemental indenture (a
"Supplemental Indenture") relating to issuance of each series of subordinated
notes and the related note guarantee, and (3) MediaOne Group's guarantee of the
preferred securities issued by each trust (the "Preferred Securities
Guarantees"). Forms of these documents are filed as exhibits to the registration
statement, which includes this prospectus. Capitalized terms used in this
prospectus that are not defined will have the meanings given them in these
documents.
DESCRIPTION OF THE
PREFERRED SECURITIES
GENERAL
Each Declaration authorizes the Regular Trustees to issue on behalf of each
trust one series of preferred securities which will have the terms described in
a prospectus supplement. The proceeds from the sale of a trust's preferred and
common securities will be used by such trust to purchase a series of
subordinated notes issued by MediaOne Group Funding and a note guarantee issued
by MediaOne Group. The subordinated notes and note guarantee will be held in
trust by the Property Trustee for the benefit of the holders of such preferred
and common securities.
Under each Preferred Securities Guarantee, MediaOne Group will agree to make
payments of distributions and payments on redemption or liquidation with respect
to a trust's preferred securities, but only to the extent such trust has funds
available to make those payments and has not made such payments. See
"Description of the Preferred Securities Guarantees."
The assets of a trust available for distribution to the holders of its preferred
securities will be limited to payments from MediaOne Group Funding under the
series of subordinated notes held by such trust and from MediaOne Group under
the related note guarantee. If MediaOne Group Funding fails to make a payment on
such subordinated notes and MediaOne Group fails to make a payment under such
note guarantee, such trust will not have sufficient funds to make related
payments, including distributions, on its preferred securities.
Each Preferred Securities Guarantee, when taken together with MediaOne Group
Funding's obligations under the related series of subordinated notes and the
Indenture and MediaOne Group's obligations under the related note guarantee, the
Indenture and the related Declaration, will provide a full and unconditional
guarantee of amounts due on the preferred securities issued by a trust.
Each Declaration will be qualified as an indenture under the Trust Indenture Act
of 1939, as amended (the "Trust Indenture Act"). Each Property Trustee will act
as indenture trustee for the preferred securities to be issued by the applicable
trust, in order
6
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to comply with the provisions of the Trust Indenture Act.
Each series of preferred securities will have the terms, including
distributions, redemption, voting, liquidation rights and such other preferred,
deferred or other special rights or such restrictions as described in the
relevant Declaration or made part of such Declaration by the Trust Indenture Act
or the Delaware Business Trust Act. The terms of such preferred securities will
mirror the terms of the subordinated notes held by the trust.
The prospectus supplement relating to the preferred securities of a trust will
describe the specific terms of such preferred securities, including:
- - the name of such preferred securities;
- - the dollar amount and number of securities issued;
- - the annual distribution rate(s) (or method of determining such rate(s)), the
payment date(s) and the record dates used to determine the holders who are to
receive distributions;
- - the date from which distributions shall be cumulative;
- - the optional redemption provisions, if any, including the prices, time periods
and other terms and conditions for which such preferred securities shall be
purchased or redeemed, in whole or in part;
- - the terms and conditions, if any, upon which the applicable series of
subordinated notes and the related note guarantee may be distributed to
holders of such preferred securities;
- - any securities exchange on which such preferred securities will be listed;
- - whether such preferred securities are to be issued in book-entry form and
represented by one or more global certificates, and if so, the depository for
such global certificates and the specific terms of the depositary
arrangements; and
- - any other relevant rights, preferences, privileges, limitations or
restrictions of such preferred securities.
Each prospectus supplement will describe certain United States federal income
tax considerations applicable to the purchase, holding and disposition of the
series of preferred securities covered by such prospectus supplement.
LIQUIDATION DISTRIBUTION UPON DISSOLUTION
Each Declaration states that the related trust shall be dissolved:
- - on the expiration of the term of such trust;
- - upon the bankruptcy of MediaOne Group or MediaOne Group Funding;
- - upon the filing of a certificate of dissolution or its equivalent with respect
to MediaOne Group or MediaOne Group Funding;
- - upon the filing of a certificate of cancellation with respect to such trust
after obtaining the consent of at least a majority in liquidation amount of
the preferred and common securities of such trust, voting together as a single
class;
- - 90 days after the revocation of the charter of MediaOne Group or MediaOne
Group Funding (but only if the charter is not reinstated during that 90-day
period);
- - upon the distribution of the related subordinated notes and note guarantee
directly to the holders of the preferred and common securities of such trust;
- - upon the redemption of all of the common and preferred securities of such
trust; or
7
<PAGE>
- - upon entry of a court order for the dissolution of MediaOne Group, MediaOne
Group Funding or such trust.
In the event of a dissolution, after paying all amounts owed to creditors, the
trustees of a trust will distribute to the holders of the preferred and common
securities either
(1) cash equal to the aggregate liquidation amount of each preferred and common
security specified in an accompanying prospectus supplement, plus
accumulated and unpaid distributions to the date of payment, or
(2) subordinated notes in an aggregate principal amount equal to the aggregate
liquidation amount of the preferred and common securities.
If such trust cannot pay the full amount due on its preferred and common
securities because insufficient assets are available for payment, then the
amounts payable by the trust on its preferred and common securities shall be
paid pro rata. However, if an event of default under the related Declaration has
occurred, the total amounts due on such preferred securities will be paid before
any distribution on such common securities.
DECLARATION EVENTS OF DEFAULT
An event of default under the Indenture relating to a series of subordinated
notes and the related note guarantee is an event of default under the
Declaration of the trust that owns these subordinated notes and note guarantee
(a "Declaration Event of Default"). See "Description of the Subordinated Notes
and the Note Guarantees--Events of Default Under the Indenture."
MediaOne Group and the Regular Trustees of a trust must file annually with the
Property Trustee for such trust a certificate stating whether or not they are in
compliance with all the applicable conditions and covenants under the related
Declaration.
Upon the occurrence of a Declaration Event of Default, the Property Trustee of
the applicable trust, as the sole holder of the subordinated notes held by such
trust, will have the right under the Indenture to declare the principal of,
premium, if any, and interest on such subordinated notes to be immediately due
and payable.
If a Property Trustee fails to enforce its rights under the related Declaration
or the Indenture to the fullest extent permitted by law and subject to the terms
of such Declaration and the Indenture, any holder of the preferred securities
issued by the related trust may sue MediaOne Group or MediaOne Group Funding, or
seek other remedies, to enforce the Property Trustee's rights under the
Declaration or the Indenture without first instituting a legal proceeding
against such Property Trustee or any other person.
If MediaOne Group Funding fails to pay principal, premium, if any, or interest
on a series of subordinated notes and MediaOne Group fails to make payments on
the related note guarantee, in either case when payable, then a holder of such
preferred securities may directly sue MediaOne Group Funding or MediaOne Group
or seek other remedies, to collect its pro rata share of payments owned.
REMOVAL AND REPLACEMENT OF TRUSTEES
Only the holder of a trust's common securities has the right to remove or
replace the trustees of such trust. The resignation or removal of any trustee
and the appointment of a successor trustee shall be effective only on the
acceptance of appointment by the successor trustee in accordance with the
provisions of the Declaration for such trust.
8
<PAGE>
MERGERS, CONSOLIDATIONS OR AMALGAMATIONS OF THE TRUSTS
A trust may not consolidate, amalgamate, merge with or into, or be replaced by
or convey, transfer or lease its properties and assets substantially as an
entirety to any other corporation or other body ("Merger Event"), except as
described below. A trust may, with the consent of a majority of its Regular
Trustees and without the consent of the holders of its preferred and common
securities, consolidate, amalgamate, merge with or into, or be replaced by
another trust, provided that:
- - the successor entity either
(1) assumes all of the obligations of the trust relating to its preferred
and common securities or
(2) substitutes for such trust's preferred and common securities other
securities substantially similar to such preferred and common securities
("successor securities"), so long as the successor securities rank the
same as such preferred and common securities for distributions and
payments upon liquidation, redemption and otherwise;
- - MediaOne Group Funding acknowledges a trustee of such successor entity who has
the same powers and duties as the Property Trustee of such trust as the holder
of the particular series of subordinated notes and MediaOne Group expressly
acknowledges such trustee as the holder of the related note guarantee;
- - the preferred securities are listed, or any successor securities will be
listed upon notice of issuance, on the same national securities exchange or
other organization that the preferred securities are then listed;
- - the Merger Event does not cause its preferred securities or successor
securities to be downgraded by any national rating agency;
- - the Merger Event does not adversely affect the rights, preferences and
privileges of the holders of its preferred and common securities or successor
securities in any material way (other than with respect to any dilution of the
holders' interest in the new entity);
- - the successor entity has a purpose identical to that of the trust;
- - prior to the Merger Event, MediaOne Group has received an opinion of counsel
from a nationally recognized law firm stating that
(1) such Merger Event does not adversely affect the rights of the holders of
the trust's preferred securities or any successor securities in any
material way (other than with respect to any dilution of the holders'
interest in the new entity) and
(2) following the Merger Event, neither the trust nor the successor entity
will be required to register as an investment company under the
Investment Company Act of 1940, as amended (the "Investment Company
Act"); and
- - MediaOne Group guarantees the obligations of the successor entity under the
successor securities in the same manner as in the applicable Preferred
Securities Guarantee and the guarantee of the common securities for such
trust.
In addition, unless all of the holders of the preferred and common securities
approve otherwise, a trust shall not consolidate, amalgamate, merge with or
into, or be replaced by any other entity or permit any other entity to
consolidate, amalgamate,
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merge with or into, or replace it, if such transaction would cause the trust or
the successor entity to be classified other than as a grantor trust for United
States federal income tax purposes.
VOTING RIGHTS; AMENDMENT OF DECLARATIONS
The holders of preferred securities have no voting rights except as discussed
under "--Mergers, Consolidations, Amalgamations or Replacements of the Trust"
and "Description of the Preferred Securities Guarantees--Amendments and
Assignment," and as otherwise required by law and the Declaration for such
trust.
A Declaration may be amended if approved by a majority of the Regular Trustees
of the applicable trust. However, if any proposed amendment provides for, or
such Regular Trustees otherwise propose to effect,
(1) any action that would adversely affect the powers, preferences or special
rights of the trust's preferred and common securities, whether by way of
amendment to such Declaration or otherwise or
(2) the dissolution, winding-up or termination of such trust other than pursuant
to the terms of its Declaration,
then the holders of the trust's preferred and common securities as a single
class will be entitled to vote on such amendment or proposal. In that case, the
amendment or proposal will only be effective if approved by at least a majority
in liquidation amount of the preferred and common securities affected by such
amendment or proposal.
If any amendment or proposal referred to in clause (1) above would adversely
affect only the preferred securities or the common securities of a trust, then
only the affected class will be entitled to vote on such amendment or proposal
and such amendment or proposal will only be effective with the approval of at
least a majority in liquidation amount of such affected class.
No amendment may be made to a Declaration if such amendment would:
- - cause the related trust to be characterized as other than a grantor trust for
United States federal income tax purposes;
- - reduce or otherwise adversely affect the powers of the Property Trustee; or
- - cause the related trust to be deemed to be an "investment company" which is
required to be registered under the Investment Company Act.
The holders of a majority in aggregate liquidation amount of the preferred
securities of each trust have the right to:
- - direct the time, method and place of conducting any proceeding for any remedy
available to the Property Trustee of the trust; or
- - direct the exercise of any trust or power conferred upon such Property Trustee
under that trust's Declaration, including the right to direct the Property
Trustee, as the holder of a series of subordinated notes and a note guarantee,
to
(1) exercise the remedies available under the Indenture with respect to such
subordinated notes and note guarantee,
(2) waive any event of default under the Indenture that is waivable or
(3) cancel an acceleration of the principal of the subordinated notes.
However, if the Indenture requires the consent of the holders of more than a
majority in aggregate principal amount of a series of subordinated notes (a
"super-
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majority"), then the Property Trustee for such series must get approval of the
holders of a super-majority in liquidation amount of such series of preferred
securities.
In addition, before taking any of the foregoing actions, the Property Trustee
must obtain an opinion of counsel stating that, as a result of such action, the
trust will continue to be classified as a grantor trust for United States
federal income tax purposes.
The Property Trustee of a trust will notify all preferred securities holders of
such trust of any notice received from the Debenture Trustee with respect to the
subordinated notes and note guarantee held by such trust.
As described in each Declaration, the Property Trustee may hold a meeting to
have preferred securities holders vote on a change or have them approve the
change by written consent.
If a vote of preferred securities holders is taken or a consent is obtained, any
preferred securities that are owned by MediaOne Group or any of its affiliates
will, for purposes of the vote or consent, be treated as if they were not
outstanding. This means
(1) MediaOne Group and any of its affiliates will not be able to vote on or
consent to matters requiring the vote or consent of holders of preferred
securities and
(2) any preferred securities owned by MediaOne Group or any of its affiliates
will not be counted in determining whether the required percentage of votes
or consents has been obtained.
INFORMATION CONCERNING THE PROPERTY TRUSTEES
For matters relating to compliance with the Trust Indenture Act, the Property
Trustee of each trust will have all of the duties and responsibilities of an
indenture trustee under the Trust Indenture Act. Each Property Trustee, other
than during the occurrence and continuance of a Declaration Event of Default
under the applicable trust, undertakes to perform only such duties as are
specifically set forth in the applicable Declaration and, upon a Declaration
Event of Default, must use the same degree of care and skill as a prudent person
would exercise or use in the conduct of his or her own affairs. Subject to this
provision, a Property Trustee is under no obligation to exercise any of the
powers given it by the applicable Declaration at the request of any holder of
preferred securities unless it is offered reasonable security or indemnity
against the costs, expenses and liabilities that it might incur. However, the
holders of the preferred securities will not be required to offer such an
indemnity where the holders, by exercising their voting rights, direct the
Property Trustee to take any action following a Declaration Event of Default.
MediaOne Group and certain of its affiliates maintain a deposit account and
banking relationship with The First National Bank of Chicago. The First National
Bank of Chicago serves as trustee under other indentures pursuant to which
unsecured debt securities of MediaOne Group and its affiliates are outstanding.
MISCELLANEOUS
The Regular Trustees of each trust are authorized and directed to conduct the
affairs of and to operate such trust in such a way that
- - it will not be deemed to be an "investment company" required to be registered
under the Investment Company Act;
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- - it will be classified as a grantor trust for United States federal income tax
purposes; and
- - the subordinated notes held by it will be treated as indebtedness of MediaOne
Group Funding for United States federal income tax purposes.
MediaOne Group Funding and the Regular Trustees of a trust are authorized to
take any action (so long as it is consistent with applicable law or the
applicable certificate of trust or Declaration) that MediaOne Group Funding and
the Regular Trustees of such trust determine to be necessary or desirable for
such purposes.
Holders of preferred securities have no preemptive or similar rights.
A trust may not borrow money, issue debt, execute mortgages or pledge any of its
assets.
GOVERNING LAW
Each Declaration and the related preferred securities will be governed by and
construed in accordance with the laws of the State of Delaware.
DESCRIPTION OF THE SUBORDINATED NOTES AND THE NOTE GUARANTEES
GENERAL
MediaOne Group Funding plans to sell one series of subordinated notes to each
trust pursuant to this prospectus. MediaOne Group will fully and unconditionally
guarantee each series of subordinated notes under a note guarantee.
Below is a description of certain general terms of the subordinated notes and
note guarantees. The particular terms of a series of subordinated notes and the
related note guarantee will be described in a prospectus supplement.
MediaOne Group Funding will issue the subordinated notes under a Supplemental
Indenture. The Indenture will be qualified under the Trust Indenture Act. The
Indenture and form of Supplemental Indenture is filed as an exhibit to the
registration statement to which this prospectus forms a part.
Each series of subordinated notes will be unsecured and will be subordinate and
junior in priority of payment to certain of MediaOne Group Funding's other
indebtedness to the extent described in a prospectus supplement. MediaOne Group
will fully and unconditionally guarantee the payment of principal and interest
on each series of subordinated notes under the related note guarantee. The note
guarantees will be unsecured and will be subordinate and junior in priority of
payment to certain of MediaOne Group's other indebtedness to the extent
described in a prospectus supplement. The Indenture does not limit the amount of
subordinated notes which MediaOne Group Funding may issue, nor does it limit
MediaOne Group Funding from issuing any other secured or unsecured debt.
Each prospectus supplement will describe the following terms relating to a
series of subordinated notes:
- - the title;
- - any limit on the amount that may be issued;
- - whether or not such series of subordinated notes will be issued in global
form, the terms and who the depository will be;
- - the maturity date(s);
- - the annual interest rate(s) (which may be fixed or variable) or the method for
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determining the rate(s) and the date(s) interest will begin to accrue, the
date(s) interest will be payable and the regular record dates for interest
payment dates or the method for determining such date(s);
- - the place(s) where payments shall be payable;
- - MediaOne Group Funding's right, if any, to defer payment of interest and the
maximum length of any such deferral period;
- - the date, if any, after which, and the price(s) at which, such series of
subordinated notes may, pursuant to any optional redemption provisions, be
redeemed at MediaOne Group Funding's option, and other related terms and
provisions;
- - the date(s), if any, on which, and the price(s) at which MediaOne Group
Funding is obligated, pursuant to any mandatory sinking fund provisions or
otherwise, to redeem, or at the Holder's option to purchase, such series of
subordinated notes and other related terms and provisions;
- - the denominations in which such series of subordinated notes will be issued,
if other than denominations of $25 and any integral multiple thereof; and
- - any other terms (which terms shall not be inconsistent with the Indenture).
CONSOLIDATION, MERGER OR SALE
The Indenture does not contain any covenant which restricts the ability of
MediaOne Group or MediaOne Group Funding to merge or consolidate, or sell,
convey, transfer or otherwise dispose of all or substantially all of their
assets. However, any successor or acquiror of such assets must assume all of the
obligations of MediaOne Group or MediaOne Group Funding under the Indenture, the
subordinated notes or the note guarantees, as appropriate.
EVENTS OF DEFAULT UNDER THE INDENTURE
The following are events of default under the Indenture with respect to any
series of subordinated notes issued:
- - failure to pay interest when due and such failure continues for 90 days and
the time for payment has not been extended or deferred;
- - failure to pay the principal (or premium, if any) when due;
- - failure to observe or perform any other covenant contained in the subordinated
notes or the Indenture (other than a covenant specifically relating to another
series of subordinated notes), and such failure continues for 90 days after
MediaOne Group Funding receives notice from the Debenture Trustee or holders
of at least 25% in aggregate principal amount of the outstanding subordinated
notes of that series;
- - certain events of bankruptcy, insolvency or reorganization of MediaOne Group
or MediaOne Group Funding; and
- - the voluntary or involuntary dissolution, winding up or termination of the
trust that owns the series of subordinated notes, except in connection with
(1) the distribution of such subordinated notes to holders of preferred and
common securities of such trust,
(2) the redemption of all of the preferred and common securities of such
trust or
(3) mergers, consolidations or amalgamations permitted by the Declaration of
such trust.
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If an event of default with respect to subordinated notes of any series occurs
and is continuing, the Debenture Trustee or the holders of at least 25% in
aggregate principal amount of the outstanding subordinated notes of that series,
by notice in writing to MediaOne Group Funding (and to the Debenture Trustee if
notice is given by such holders), may declare the unpaid principal of, premium,
if any, and accrued interest, if any, due and payable immediately.
The holders of a majority in principal amount of the outstanding subordinated
notes of an affected series (or if such subordinated notes are held by a trust,
the holders of at least a majority in aggregate liquidation amount of the
trust's preferred securities) may waive any default or event of default with
respect to such series and its consequences, except defaults or events of
default regarding:
- - payment of principal, premium or interest; or
- - certain covenants containing limitations on MediaOne Group's and MediaOne
Group Funding's ability to pay dividends and make payments on subordinated
debt securities in certain circumstances.
Any such waiver shall cure such default or event of default.
If the subordinated notes of any series are held by a trust, and a Declaration
Event of Default has occurred and is attributable to the failure of MediaOne
Group Funding or MediaOne Group to pay principal, premium, if any, or interest
on, such subordinated notes, then each holder of the preferred securities of
such trust may sue MediaOne Group or MediaOne Group Funding, or seek other
remedies, to force payment to such holder of the principal of, premium, if any,
or interest on, such subordinated notes having a principal amount equal to the
aggregate liquidation amount of the preferred securities held by such holder.
Subject to the terms of the Indenture, if an event of default under the
Indenture shall occur and be continuing, the Debenture Trustee will be under no
obligation to exercise any of its rights or powers under the Indenture at the
request or direction of any of the holders of the applicable series of
subordinated notes, unless such holders have offered the Debenture Trustee
reasonable indemnity. The holders of a majority in principal amount of the
outstanding subordinated notes of any series will have the right to direct the
time, method and place of conducting any proceeding for any remedy available to
the Debenture Trustee, or exercising any trust or power conferred on the
Debenture Trustee, with respect to the subordinated notes of that series,
provided that:
- - it is not in conflict with any law or the Indenture;
- - the Debenture Trustee may take any other action deemed proper by it which is
not inconsistent with such direction; and
- - subject to its duties under the Trust Indenture Act, the Debenture Trustee
need not take any action that might involve it in personal liability or might
be unduly prejudicial to the holders not involved in the proceeding.
A holder of the subordinated notes of any series will only have the right to
institute a proceeding under the Indenture or to appoint a receiver or trustee,
or to seek other remedies if:
- - the holder has given written notice to the Debenture Trustee of a continuing
event of default with respect to that series;
- - the holders of at least 25% in aggregate principal amount of the outstanding
subordinated notes of that series have made written request, and such holders
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have offered reasonable indemnity to the Debenture Trustee to institute such
proceedings as trustee; and
- - the Debenture Trustee does not institute such proceeding, and does not receive
from the holders of a majority in aggregate principal amount of the
outstanding subordinated notes of that series other conflicting directions
within 60 days after such notice, request and offer.
These limitations do not apply to a suit instituted by a holder of subordinated
notes if MediaOne Group Funding defaults in the payment of the principal,
premium, if any, or interest on, the subordinated notes and MediaOne Group
defaults in its payment obligations on the note guarantee.
MediaOne Group Funding and MediaOne Group will periodically file statements with
the Debenture Trustee regarding its compliance with certain of the covenants in
the Indenture.
MODIFICATION OF INDENTURE; WAIVER
MediaOne Group, MediaOne Group Funding and the Debenture Trustee may change the
Indenture without the consent of any holders with respect to certain matters,
including:
- - to fix any ambiguity, defect or inconsistency in the Indenture; and
- - to change anything that does not materially adversely affect the interests of
any holder of subordinated notes of any series.
In addition, under the Indenture, the rights of holders of a series of
subordinated notes may be changed by MediaOne Group Funding, MediaOne Group and
the Debenture Trustee with the written consent of the holders of at least a
majority in aggregate principal amount of the outstanding subordinated notes of
each series that is affected. However, the following changes may only be made
with the consent of each holder of any outstanding subordinated notes affected:
- - extending the fixed maturity of such series of subordinated notes;
- - reducing the principal amount, reducing the rate of or extending the time of
payment of interest, or any premium payable upon the redemption of any such
subordinated notes; or
- - reducing the percentage of subordinated notes, the holders of which are
required to consent to any amendment.
If the consent of the Property Trustee of a trust as holder of subordinated
notes is required to consent to any amendment, modification or termination of
the Indenture, the Property Trustee will request directions from the holders of
the preferred securities of the applicable trust.
FORM, EXCHANGE, AND TRANSFER
The subordinated notes of each series will be issuable only in fully registered
form without coupons and, unless otherwise specified in the applicable
prospectus supplement, in denominations of $25 and any integral multiple
thereof.
At the option of the holder, subject to the terms of the Indenture and the
limitations applicable to global securities described in the applicable
prospectus supplement, subordinated notes of any series will be exchangeable for
other subordinated notes of the same series, in any authorized denomination and
of like tenor and aggregate principal amount.
Subject to the terms of the Indenture and the limitations applicable to global
securities set forth in the applicable prospectus supplement, subordinated notes
may be presented for exchange or for registration of transfer (duly endorsed or
with the form of
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transfer endorsed thereon duly executed if so required by MediaOne Group Funding
or the Debenture Trustee) at the office of the Security Registrar or at the
office of any transfer agent designated by MediaOne Group Funding for such
purpose. Unless otherwise provided in the subordinated notes to be transferred
or exchanged, no service charge will be made for any registration of transfer or
exchange, but MediaOne Group Funding may require payment of any taxes or other
governmental charges. MediaOne Group Funding has appointed the Debenture Trustee
as Security Registrar. Any transfer agent (in addition to the Security
Registrar) initially designated by MediaOne Group Funding for any subordinated
notes will be named in the applicable prospectus supplement. MediaOne Group
Funding may at any time designate additional transfer agents or rescind the
designation of any transfer agent or approve a change in the office through
which any transfer agent acts, except that MediaOne Group Funding will be
required to maintain a transfer agent in each place of payment for the
subordinated notes of each series.
If the subordinated notes of any series are to be redeemed, MediaOne Group
Funding will not be required to:
- - issue, register the transfer of, or exchange any subordinated notes of that
series during a period beginning at the opening of business 15 days before the
day of mailing of a notice of redemption of any such subordinated notes that
may be selected for redemption and ending at the close of business on the day
of such mailing; or
- - register the transfer of or exchange any subordinated notes so selected for
redemption, in whole or in part, except the unredeemed portion of any such
subordinated notes being redeemed in part.
INFORMATION CONCERNING THE DEBENTURE TRUSTEE
The Debenture Trustee, other than during the occurrence and continuance of an
event of default under the Indenture, undertakes to perform only such duties as
are specifically set forth in the Indenture and, upon an event of default under
the Indenture, must use the same degree of care as a prudent person would
exercise or use in the conduct of his or her own affairs. Subject to this
provision, the Debenture Trustee is under no obligation to exercise any of the
powers given it by the Indenture at the request of any holder of subordinated
notes unless it is offered reasonable security and indemnity against the costs,
expenses and liabilities that it might incur. The Debenture Trustee is not
required to spend or risk its own money or otherwise become financially liable
while performing its duties unless it reasonably believes that it will be repaid
or receive adequate indemnity.
MediaOne Group and its affiliates maintain a deposit account and banking
relationship with Norwest Bank Minnesota, N.A. Norwest Bank Minnesota, N.A.
serves as trustee under other indentures pursuant to which unsecured debt
securities of MediaOne Group and its affiliates are outstanding.
PAYMENT AND PAYING AGENTS
Unless otherwise indicated in the applicable prospectus supplement, payment of
the interest on any subordinated notes on any interest payment date will be made
to the person in whose name such subordinated notes (or one or more predecessor
securities) are registered at the close of business on the regular record date
for such interest.
Principal of and any premium and interest on the subordinated notes of a
particular series will be payable at the office of the
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paying agents designated by MediaOne Group Funding, except that unless otherwise
indicated in the applicable prospectus supplement, interest payments may be made
by check mailed to the holder. Unless otherwise indicated in such prospectus
supplement, the corporate trust office of the Debenture Trustee in The City of
New York will be designated as MediaOne Group Funding's sole paying agent for
payments with respect to subordinated notes of each series. Any other paying
agents initially designated by MediaOne Group Funding for the subordinated notes
of a particular series will be named in the applicable prospectus supplement.
MediaOne Group Funding will be required to maintain a paying agent in each place
of payment for the subordinated notes of a particular series.
All moneys paid by MediaOne Group Funding or MediaOne Group to a paying agent or
the Debenture Trustee for the payment of the principal of or any premium or
interest on any subordinated notes which remains unclaimed at the end of two
years after such principal, premium or interest has become due and payable will
be repaid to MediaOne Group Funding or MediaOne Group, as the case may be, and
the holder of the security thereafter may look only to MediaOne Group Funding or
MediaOne Group for payment thereof.
GOVERNING LAW
The Indenture, subordinated notes and note guarantees will be governed by and
construed in accordance with the laws of the State of New York except to the
extent that the Trust Indenture Act shall be applicable.
DESCRIPTION OF THE PREFERRED SECURITIES GUARANTEES
GENERAL
MediaOne Group will execute a Preferred Securities Guarantee, which benefits the
holders of preferred securities, at the time that a trust issues those preferred
securities. Each Preferred Securities Guarantee will be qualified as an
indenture under the Trust Indenture Act. The First National Bank of Chicago will
act as indenture trustee ("Preferred Guarantee Trustee") under each Preferred
Securities Guarantee for the purposes of compliance with the Trust Indenture
Act. The Preferred Guarantee Trustee will hold each Preferred Securities
Guarantee for the benefit of the preferred securities holders of the applicable
trust.
MediaOne Group will irrevocably agree, as described in each Preferred Securities
Guarantee, to pay in full, to the holders of the preferred securities issued by
the applicable trust, the Preferred Securities Guarantee Payments (as defined
below) (except to the extent previously paid), when and as due, regardless of
any defense, right of set-off or counterclaim which such trust may have or
assert. The following payments, to the extent not paid by a trust ("Preferred
Securities Guarantee Payments"), will be covered by the applicable Preferred
Securities Guarantee:
- - any accrued and unpaid distributions required to be paid on the applicable
preferred securities, to the extent that the trust has funds available to make
the payment;
- - the redemption price, to the extent that the trust has funds available to make
the payment; and
- - upon a voluntary or involuntary dissolution and liquidation of the trust
(other than in connection with a distribution of subordinated notes to holders
of such preferred securities or the redemption of all such preferred
securities), the lesser of
(1) the aggregate of the liquidation amount specified in the prospectus
supplement for each preferred
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security plus all accrued and unpaid distributions on the preferred
securities to the date of payment, to the extent the trust has funds
available to make the payment and
(2) the amount of assets of the trust remaining available for distribution
to holders of its preferred securities upon a dissolution and
liquidation of the trust ("Liquidation Payment").
MediaOne Group's obligation to make a Preferred Securities Guarantee Payment may
be satisfied by directly paying the required amounts to the holders of the
preferred securities or by causing the trust to pay the amounts to the holders.
No single document executed by MediaOne Group relating to the issuance of
preferred securities will provide for its full, irrevocable and unconditional
guarantee of the preferred securities. It is only the combined operation of
MediaOne Group's obligations under the Indenture and the applicable Preferred
Securities Guarantee, Declaration and note guarantee that has the effect of
providing a full, irrevocable and unconditional guarantee of a trust's
obligations under its preferred securities.
STATUS OF THE PREFERRED SECURITIES GUARANTEES
Each Preferred Securities Guarantee will constitute an unsecured obligation of
MediaOne Group and will rank:
- - subordinate and junior in right of payment to all of MediaOne Group's other
liabilities;
- - equal with the senior most preferred or preference stock now or hereafter
issued by MediaOne Group, and with any guarantee now or hereafter issued by it
in respect of any preferred or preference stock of any of its affiliates
(including MediaOne's guarantee of the outstanding preferred securities of
MediaOne Financing I, MediaOne Financing II, MediaOne Finance Trust I and
MediaOne Finance Trust II); and
- - senior to MediaOne Group's common stock.
Each Declaration will require that the holder of preferred securities accept the
subordination provisions and other terms of the Preferred Securities Guarantee.
Each Preferred Securities Guarantee will constitute a guarantee of payment and
not of collection (in other words the holder of the guaranteed security may sue
MediaOne Group, or seek other remedies, to enforce its rights under the
Preferred Securities Guarantee without first suing any other person or entity).
A Preferred Securities Guarantee will not be discharged except by payment of the
Preferred Securities Guarantee Payments in full to the extent not previously
paid or upon distribution to the applicable preferred securities holders of the
corresponding series of subordinated notes pursuant to the appropriate
Declaration.
AMENDMENTS AND ASSIGNMENT
Except with respect to any changes which do not adversely affect the rights of
holders of a series of preferred securities in any material respect (in which
case no consent of such holders will be required), a Preferred Securities
Guarantee may only be amended with the prior approval of the holders of at least
a majority in aggregate liquidation amount of such preferred securities
(excluding any such preferred securities held by MediaOne Group or any of its
affiliates). A description of the way to obtain any approval is described under
"Description of the Preferred Securities-- Voting Rights; Amendment of Trust
Agreement." All guarantees and agreements
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contained in a Preferred Securities Guarantee will be binding on MediaOne
Group's successors, assigns, receivers, trustees and representatives and are for
the benefit of the holders of the applicable preferred securities.
PREFERRED SECURITIES GUARANTEE EVENTS OF DEFAULT
An event of default under a Preferred Securities Guarantee occurs if MediaOne
Group fails to make any of its required payments or perform its obligations
under such Preferred Securities Guarantee.
The holders of at least a majority in aggregate liquidation amount of the
preferred securities relating to each Preferred Securities Guarantee (excluding
any preferred securities held by MediaOne Group or any of its affiliates) will
have the right to direct the time, method and place of conducing any proceeding
for any remedy available to the Preferred Guarantee Trustee relating to such
Preferred Securities Guarantee or to direct the exercise of any trust or power
given to the Preferred Guarantee Trustee under such Preferred Securities
Guarantee.
INFORMATION CONCERNING THE PREFERRED GUARANTEE TRUSTEES
The Preferred Guarantee Trustee under a Preferred Securities Guarantee, other
than during the occurrence and continuance of a default under such Preferred
Securities Guarantee, will only perform the duties that are specifically
described in such Preferred Securities Guarantee. After such a default, the
Preferred Guarantee Trustee will exercise the same degree of care and skill as a
prudent person would exercise or use in the conduct of his or her own affairs.
Subject to this provision, a Preferred Guarantee Trustee is under no obligation
to exercise any of its powers as described in the applicable Preferred
Securities Guarantee at the request of any holder of covered preferred
securities unless it is offered reasonable indemnity against the costs, expenses
and liabilities that it might incur.
TERMINATION OF THE PREFERRED SECURITIES GUARANTEES
Each Preferred Securities Guarantee will terminate once the applicable preferred
securities are paid in full or upon distribution of the corresponding series of
subordinated notes to the holders of such preferred securities. Each Preferred
Securities Guarantee will continue to be effective or will be reinstated if at
any time any holder of preferred securities issued by the applicable trust must
restore payment of any sums paid under such preferred securities or such
Preferred Securities Guarantee.
GOVERNING LAW
The Preferred Securities Guarantees will be governed by and construed in
accordance with the laws of the State of New York.
RELATIONSHIP AMONG THE PREFERRED SECURITIES, THE PREFERRED SECURITIES GUARANTEE,
THE SUBORDINATED NOTES AND THE NOTE GUARANTEE HELD BY EACH TRUST
Payments of distributions and redemption and liquidation payments due on each
series of preferred securities (to the extent the applicable trust has funds
available for the payments) will be guaranteed by MediaOne Group to the extent
described under "Description of the Preferred Securities Guarantees." No single
document executed by MediaOne Group in connection with the issuance of any
series of preferred securities will provide for its full, irrevocable and
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unconditional guarantee of such preferred securities. It is only the combined
operation of MediaOne Group's obligations under the applicable Preferred
Securities Guarantee, Declaration and note guarantee and the Indenture that has
the effect of providing a full, irrevocable and unconditional guarantee of a
trust's obligations under its preferred securities.
As long as MediaOne Group Funding makes payments of interest and other payments
when due on the subordinated notes held by a trust or, if MediaOne Group Funding
defaults in making such payments, MediaOne Group makes payments when due under
the related note guarantee, such payments will be sufficient to cover the
payment of distributions and redemption and liquidation payments due on the
preferred securities issued by that trust, primarily because:
- - the aggregate principal amount of the subordinated notes will be equal to the
sum of the aggregate liquidation amount of the preferred and common
securities;
- - the interest rate and interest and other payment dates on the subordinated
notes will match the distribution rate and distribution and other payment
dates for the preferred securities;
- - MediaOne Group Funding shall pay for any and all costs, expenses and
liabilities of each trust except such trust's obligations under its preferred
securities (and MediaOne Group has agreed to guarantee such payment); and
- - each Declaration provides that the related trust will not engage in any
activity that is not consistent with the limited purposes of the trust.
If and to the extent that MediaOne Group Funding does not make payments on such
subordinated notes and MediaOne Group does not make payments on the related note
guarantee, such trust will not have funds available to make payments of
distributions or other amounts due on its preferred securities. In those
circumstances, you will not be able to rely upon the Preferred Securities
Guarantee for payment of these amounts. Instead, you may directly sue MediaOne
Group Funding or MediaOne Group or seek other remedies to collect your pro rata
share of payments owed. If you sue MediaOne Group Funding or MediaOne Group to
collect payment, then MediaOne Group Funding or MediaOne Group will assume your
rights as a holder of preferred securities under such trust's Declaration to the
extent MediaOne Group Funding or MediaOne Group makes a payment to you in any
such legal action.
A holder of any preferred security may sue MediaOne Group, or seek other
remedies, to enforce its rights under the applicable Preferred Securities
Guarantee without first suing the applicable Preferred Guarantee Trustee, the
trust which issued the preferred security or any other person or entity.
PLAN OF DISTRIBUTION
MediaOne Group Funding may sell the subordinated notes and a trust may sell its
preferred securities being offered hereby in one or more of the following ways
from time to time: (1) to underwriters for resale to the public or to
institutional investors; (2) directly to institutional investors; or (3) through
agents to the public or to institutional investors. The prospectus supplements
will set forth the terms of the offering of each series of preferred securities,
including the name or names of any underwriters or agents, the purchase price of
such preferred securities and the proceeds to MediaOne Group Funding or the
applicable trust, as the case may be, from such sale, any underwriting discounts
or agency fees and other item's constituting underwriters' or agents'
compensation, any initial public offering price, any discounts or
20
<PAGE>
concessions allowed or reallowed or paid to dealers and any securities exchanges
on which such preferred securities may be listed.
If underwriters are used in the sale, the preferred securities will be acquired
by the underwriters for their own account and may be resold from time to time in
one or more transactions, including negotiated transactions, at a fixed public
offering price or at varying prices determined at the time of sale.
Unless otherwise set forth in a prospectus supplement, the obligations of the
underwriters to purchase any series of preferred securities will be subject to
certain conditions precedent and the underwriters will be obligated to purchase
all of such series of preferred securities, if any are purchased.
Underwriters and agents may be entitled under agreements entered into with
MediaOne Group, MediaOne Group Funding and/or a trust to indemnification by
MediaOne Group, MediaOne Group Funding and/or such trust against certain civil
liabilities, including liabilities under the Securities Act of 1933, or to
contribution with respect to payments which the underwriters or agents may be
required to make in respect thereof. Underwriters and agents may be customers
of, engage in transactions with, or perform services for MediaOne Group and its
affiliates in the ordinary course of business.
Each series of preferred securities will be a new issue of securities and will
have no established trading market. Any underwriters to whom preferred
securities are sold by MediaOne Group Funding or by the trusts for public
offering and sale may make a market in the preferred securities, but such
underwriters will not be obligated to do so and may discontinue any market
making at any time without notice. The preferred securities may or may not be
listed on a national securities exchange.
LEGAL OPINIONS
Certain matters of Delaware law relating to the validity of the preferred
securities will be passed on for each trust by Morris, Nichols, Arsht & Tunnell,
Wilmington, Delaware, special Delaware counsel to the trusts. The validity of
the subordinated notes, the Preferred Securities Guarantees, the note guarantees
and certain matters relating thereto will be passed on for MediaOne Group and
MediaOne Group Funding by Weil, Gotshal & Manges LLP, New York, New York and for
the underwriters by Skadden, Arps, Meagher & Flom LLP, New York, New York.
Certain matters will be passed upon for MediaOne Group and MediaOne Group
Funding by Stephen E. Brilz, Corporate Counsel and Assistant Secretary of
MediaOne Group.
EXPERTS
Arthur Andersen LLP, independent public accountants, audited Old U S WEST's and
MediaOne Group's financial statements and schedules for the years ended December
31, 1996 and 1997, as indicated in their reports. PricewaterhouseCoopers LLP,
independent public accountants, audited Old U S WEST's and MediaOne Group's
financial statements and related schedules for the year ended December 31, 1995,
as indicated in their reports. All such documents are incorporated by reference
in this prospectus and elsewhere in the registration statement in reliance on
the reports of Arthur Andersen LLP and PricewaterhouseCoopers LLP and upon the
authority of Arthur Andersen LLP and PricewaterhouseCoopers LLP as experts in
accounting and auditing.
21
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
<TABLE>
<S> <C>
Securities and Exchange Commission Filing Fee..................... $ 206,500
Rating Agency Fees................................................ *
Blue Sky Fees and Expenses........................................ *
Trustees' Expenses................................................ *
Printing and Engraving Fees....................................... *
Accounting Fees and Expenses...................................... *
Legal Fees and Expenses........................................... *
Miscellaneous..................................................... *
---------
Total *
---------
---------
</TABLE>
- ------------------------
* To be completed by amendment
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law (DGCL) permits the Board
of Directors of each of MediaOne Group and MediaOne Group Funding 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 MediaOne Group or MediaOne Group Funding, as the
case may be, 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.
The Certificate of Incorporation and Bylaws of each of MediaOne Group and
MediaOne Group Funding provides for indemnification of its directors and
officers to the fullest extent permitted by law.
As permitted by Section 102 of the DGCL, the Certificate of Incorporation of
each of MediaOne Group and MediaOne Group Funding eliminates a person's
liability to MediaOne Group or MediaOne Group Funding, as the case may be, or
its stockholders for monetary damages for breach of fiduciary duty as a
director, including without limitation, for serving on a committee of the Board
of Directors of MediaOne Group or MediaOne Group Funding; provided, however,
that the foregoing does not eliminate or limit liability (i) for any breach of
the director's duty of loyalty to MediaOne Group or MediaOne Group Funding or
its stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Section 174 of
the DGCL or (iv) for any transaction from which the director derived an improper
personal benefit.
The Declaration of each trust provides that no Regular Trustee, affiliate of
any Regular Trustee, or any officers, directors, shareholders, members,
partners, employees, representatives or agents of any Regular Trustee, or any
employee or agent of such trust or its affiliates (each an Indemnified Person)
shall be liable, responsible or accountable in damages or otherwise to such
trust or any employee or agent of the trust or its affiliates for any loss,
damage or claim incurred by reason of any act or omission performed or omitted
by such Indemnified Person in good faith on behalf of such trust and in a manner
such Indemnified Person reasonably believed to be within the scope of the
authority conferred on such Indemnified Person by such Declaration or by law,
except that an Indemnified Person shall be liable for
II-1
<PAGE>
any such loss, damage or claim incurred by reason of such Indemnified Person's
gross negligence or willful misconduct with respect to such acts or omission.
The Declaration of each trust also provides that to the fullest extent
permitted by applicable law, MediaOne Group shall indemnify and hold harmless
each Indemnified Person from and against any loss, damage or claim incurred by
such Indemnified Person by reason of any act or omission performed or omitted by
such Indemnified Person in good faith on behalf of such trust and in a manner
such Indemnified Person reasonably believed to be within the scope of authority
conferred on such Indemnified Person by such Declaration, except that no
Indemnified Person shall be entitled to be indemnified in respect of any loss,
damage or claim incurred by such Indemnified Person by reason of gross
negligence or willful misconduct with respect to such act or omissions. The
Declaration of each trust further provides that, to the fullest extent permitted
by applicable law, expenses (including legal fees) incurred by an Indemnified
Person in defending any claim, demand, action, suit or proceeding shall, from
time to time, be advanced by MediaOne Group prior to the final disposition of
such claim, demand, action, suit or proceeding upon receipt by of an undertaking
by or on behalf of the Indemnified Person to repay such amount if it shall be
determined that the Indemnified Person is not entitled to be indemnified for the
underlying cause of action as authorized by such Declaration.
The directors and officers of MediaOne Group, MediaOne Group Funding and the
Regular Trustees of each trust are covered by insurance policies indemnifying
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, MediaOne Group Funding and
the trusts.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
<TABLE>
<CAPTION>
3-A -- Certificate of Trust of MediaOne Finance Trust III.*
<S> <C> <C>
3-B -- Certificate of Trust of MediaOne Finance Trust IV.*
3-C -- Certificate of Trust of MediaOne Finance Trust V.*
3-D -- Certificate of Trust of MediaOne Finance Trust VI.*
4-A -- Declaration of Trust of MediaOne Finance Trust III.*
4-B -- Declaration of Trust of MediaOne Finance Trust IV.*
4-C -- Declaration of Trust of MediaOne Finance Trust V.*
4-D -- Declaration of Trust of MediaOne Finance Trust VI.*
4-E -- Form of Amended and Restated Declaration of Trust.*
4-F -- Indenture dated June 12, 1998 among MediaOne Group Funding, Inc., MediaOne
Group, Inc. and Norwest Bank Minnesota, National Association, as Trustee.*
4-G -- Form of Supplemental Indenture to be used in connection with the issuance of
the subordinated notes.*
4-H -- Form of Preferred Security (included in Exhibit 4-E).*
4-I -- Form of subordinated notes and note guarantee (included in Exhibit 4-G).*
4-J -- Form of Preferred Securities Guarantee.*
5-A -- Opinion of Morris, Nichols, Arsht & Tunnell.*
5-B -- Opinion of Weil, Gotshal & Manges LLP.*
12-A -- Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Stock
Dividends.
23-A -- Consent of Arthur Andersen LLP.
23-B -- Consent of PricewaterhouseCoopers LLP.
23-C -- Consent of Morris, Nichols, Arsht & Tunnell (included in Exhibit 5-A).*
23-D -- Consent of Weil, Gotshal & Manges LLP (included in Exhibit 5-B).*
24-A -- Powers of Attorney.
25-A -- Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939, as
amended, of Norwest Bank Minnesota, National Association, as Trustee under the
Indenture.*
</TABLE>
II-2
<PAGE>
<TABLE>
<S> <C> <C>
25-B -- Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939, as
amended, of The First National Bank of Chicago, as Property Trustee under the
Declaration of Trust of MediaOne Finance Trust III.
25-C -- Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939, as
amended, of The First National Bank of Chicago, as Property Trustee under the
Declaration of Trust of MediaOne Finance Trust IV.
25-D -- Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939, as
amended, of The First National Bank of Chicago, as Property Trustee under the
Declaration of Trust of MediaOne Finance Trust V.
25-E -- Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939, as
amended, of The First National Bank of Chicago, as Property Trustee under the
Declaration of Trust of MediaOne Finance Trust VI.
25-F -- Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939, as
amended, of The First National Bank of Chicago, as Trustee under the Preferred
Securities Guarantee for MediaOne Finance Trust III, MediaOne Finance Trust IV,
MediaOne Finance Trust V and MediaOne Finance Trust VI.
</TABLE>
- ------------------------
* To be filed by amendment.
ITEM 17. UNDERTAKINGS.
The Registrants hereby undertake:
(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;
(ii) to reflect in the prospectus any facts or events arising after the
effective date of this 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 this Registration Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective Registration Statement;
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or
any material change to such information in this Registration Statement;
provided, however, that paragraphs (1)(i) and (1)(ii) above do not apply if
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished to
the Commission by the Registrants pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934 (the Exchange Act) that are incorporated
by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the Securities Act,
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.
II-3
<PAGE>
(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.
(4) That, for purposes of determining any liability under the Securities Act,
each filing of a Registrant's Annual Report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act (and where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Exchange Act) that is incorporated by reference in this 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.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrants pursuant to the provisions referred to in Item 15 (other than the
insurance policies referred to therein), or otherwise, the Registrants have been
advised that, in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the respective Registrant of
expenses incurred or paid by a director, officer or controlling person of such
Registrant in the successful defense of any action, suit or proceeding) is
asserted against such Registrant by such director, officer or controlling person
in connection with the securities being registered, such 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
Securities Act and will be governed by the final adjudication of such issue.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities 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-3 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 6th day of
October, 1998.
<TABLE>
<S> <C> <C>
MEDIAONE GROUP, INC.
By: /s/ STEPHEN E. BRILZ
-----------------------------------------
Stephen E. Brilz
ASSISTANT SECRETARY
</TABLE>
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.
<TABLE>
<S> <C> <C>
PRINCIPAL EXECUTIVE OFFICER:
Charles M. Lillis* President and Chief
Executive Officer
PRINCIPAL FINANCIAL AND
ACCOUNTING 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*
John "Jack" Slevin*
Daniel W. Yohannes*
</TABLE>
<TABLE>
<S> <C>
*By /s/ STEPHEN E. BRILZ
---------------------------------
Stephen E. Brilz
ASSISTANT SECRETARY
</TABLE>
Dated: October 6, 1998
II-5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, MediaOne Group
Funding, Inc. certifies that it has reasonable grounds to believe that it meets
all the requirements for filing on Form S-3 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 6th day of
October, 1998.
<TABLE>
<S> <C> <C>
MEDIAONE GROUP FUNDING, INC.
By: /s/ STEPHEN E. BRILZ
---------------------------------
Stephen E. Brilz
SECRETARY
</TABLE>
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.
<TABLE>
<S> <C> <C>
PRINCIPAL EXECUTIVE OFFICER:
Constance P. Campbell* President
PRINCIPAL FINANCIAL AND
ACCOUNTING OFFICER
Rahn K. Porter* Vice President and Chief
Financial Officer
DIRECTORS:
Constance P. Campbell*
</TABLE>
<TABLE>
<S> <C>
*By /s/ STEPHEN E. BRILZ
---------------------------------
Stephen E. Brilz
SECRETARY
</TABLE>
Dated: October 6, 1998
II-6
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, MediaOne Finance
Trust III certifies that it has reasonable grounds to believe that it meets all
the requirements for filing on Form S-3 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 6th day of
October, 1998.
<TABLE>
<S> <C> <C>
MEDIAONE FINANCE TRUST III
By /s/ CONSTANCE P. CAMPBELL
-----------------------------------------
Constance P. Campbell, Trustee
By /s/ RAHN K. PORTER
-----------------------------------------
Rahn K. Porter, Trustee
By /s/ STEPHEN E. BRILZ
-----------------------------------------
Stephen E. Brilz, Trustee
</TABLE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, MediaOne Finance
Trust IV certifies that it has reasonable grounds to believe that it meets all
the requirements for filing on Form S-3 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 6th day of
October, 1998.
<TABLE>
<S> <C> <C>
MEDIAONE FINANCE TRUST IV
By /s/ CONSTANCE P. CAMPBELL
-----------------------------------------
Constance P. Campbell, Trustee
By /s/ RAHN K. PORTER
-----------------------------------------
Rahn K. Porter, Trustee
By /s/ STEPHEN E. BRILZ
-----------------------------------------
Stephen E. Brilz, Trustee
</TABLE>
II-7
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, MediaOne Finance
Trust V certifies that it has reasonable grounds to believe that it meets all
the requirements for filing on Form S-3 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 6th day of
October, 1998.
<TABLE>
<S> <C> <C>
MEDIAONE FINANCE TRUST V
By /s/ CONSTANCE P. CAMPBELL
-----------------------------------------
Constance P. Campbell, Trustee
By /s/ RAHN K. PORTER
-----------------------------------------
Rahn K. Porter, Trustee
By /s/ STEPHEN E. BRILZ
-----------------------------------------
Stephen E. Brilz, Trustee
</TABLE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, MediaOne Finance
Trust VI certifies that it has reasonable grounds to believe that it meets all
the requirements for filing on Form S-3 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 6th day of
October, 1998.
<TABLE>
<S> <C> <C>
MEDIAONE FINANCE TRUST VI
By /s/ CONSTANCE P. CAMPBELL
-----------------------------------------
Constance P. Campbell, Trustee
By /s/ RAHN K. PORTER
-----------------------------------------
Rahn K. Porter, Trustee
By /s/ STEPHEN E. BRILZ
-----------------------------------------
Stephen E. Brilz, Trustee
</TABLE>
II-8
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION PAGE
- ----------- ------------------------------------------------------------------------------------------- ---------
<S> <C> <C> <C>
3-A -- Certificate of Trust of MediaOne Finance Trust III.*
3-B -- Certificate of Trust of MediaOne Finance Trust IV.*
3-C -- Certificate of Trust of MediaOne Finance Trust V.*
3-D -- Certificate of Trust of MediaOne Finance Trust VI.*
4-A -- Declaration of Trust of MediaOne Finance Trust III.*
4-B -- Declaration of Trust of MediaOne Finance Trust IV.*
4-C -- Declaration of Trust of MediaOne Finance Trust V.*
4-D -- Declaration of Trust of MediaOne Finance Trust VI.*
4-E -- Form of Amended and Restated Declaration of Trust.*
4-F -- Indenture dated June 12, 1998 among MediaOne Group Funding, Inc., MediaOne Group, Inc. and
Norwest Bank Minnesota, National Association, as Trustee.*
4-G -- Form of Supplemental Indenture to be used in connection with the issuance of the
subordinated notes.*
4-H -- Form of Preferred Security (included in Exhibit 4-E).*
4-I -- Form of subordinated notes and note guarantee (included in Exhibit 4-G).*
4-J -- Form of Preferred Securities Guarantee.*
5-A -- Opinion of Morris, Nichols, Arsht & Tunnell.*
5-B -- Opinion of Weil, Gotshal & Manges LLP.*
12-A -- Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends.
23-A -- Consent of Arthur Andersen LLP.
23-B -- Consent of PricewaterhouseCoopers LLP.
23-C -- Consent of Morris, Nichols, Arsht & Tunnell (included in Exhibit 5-A).*
23-D -- Consent of Weil, Gotshal & Manges LLP (included in Exhibit 5-B).*
24-A -- Powers of Attorney.
25-A -- Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939, as amended, of
Norwest Bank Minnesota, National Association, as Trustee under the Indenture.*
25-B -- Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939, as amended, of
The First National Bank of Chicago, as Property Trustee under the Declaration of Trust of
MediaOne Finance Trust III.
25-C -- Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939, as amended, of
The First National Bank of Chicago, as Property Trustee under the Declaration of Trust of
MediaOne Finance Trust IV.
25-D -- Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939, as amended, of
The First National Bank of Chicago, as Property Trustee under the Declaration of Trust of
MediaOne Finance Trust V.
25-E -- Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939, as amended, of
The First National Bank of Chicago, as Property Trustee under the Declaration of Trust of
MediaOne Finance Trust VI.
25-F -- Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939, as amended, of
The First National Bank of Chicago, as Trustee under the Preferred Securities Guarantee for
MediaOne Finance Trust III, MediaOne Finance Trust IV, MediaOne Finance Trust V and
MediaOne Finance Trust VI.
</TABLE>
- ------------------------
* To be filed by amendment.
<PAGE>
Exhibit 12-A
MEDIAONE GROUP, INC.
RATIO OF EARNINGS (LOSS) TO COMBINED FIXED CHARGES AND
PREFERRED STOCK DIVIDENDS
(DOLLARS IN MILLIONS)
<TABLE>
<CAPTION>
Year-to-Date Year Ended
-------------------- ----------------------------------------------------------
06/30/98 06/30/97 12/31/97 12/31/96 12/31/95 12/31/94 12/31/93
<S> <C> <C> <C> <C> <C> <C> <C>
Income (loss) from continuing
operations $3,388 $(522) $(1,207) $(537) $(94) $ 69 $(227)
Interest expense (net of amounts
capitalized 293 340 678 164 98 61 24
Interest factor on rentals (1/3) 3 7 14 12 12 17 14
Equity losses in unconsolidated
ventures (less than 50% owned) 138 217 690 168 66 - -
Guaranteed minority interest
expense 42 44 87 55 14 - -
------ ----- ------- ----- ---- ----- -----
Earnings $3,864 $ 86 $ 262 $(138) $ 96 $ 147 $(179)
Interest expense $ 318 $ 348 $ 714 $ 202 $131 $ 68 $ 24
Interest factor on rentals (1/3) 3 7 14 12 12 17 14
Guaranteed minority interest
expense 42 44 87 55 14 - -
Preferred stock dividends
(pre-tax equivalent) 46 36 76 24 3 3 -
------ ----- ------- ----- ---- ----- -----
Fixed charges $ 409 $ 435 $ 891 $ 283 $160 $ 88 $ 38
Ratio of earnings (loss) to
combined fixed charges and
preferred stock dividends 9.45 - - - - 1.67 -
Deficiency $ - $ 349 $ 629 $ 421 $ 64 $ - $ 217
------ ----- ------- ----- ---- ----- -----
</TABLE>
<PAGE>
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-3 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
October 6, 1998
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration
Statement on Form S-3 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, Inc., for the year ended December 31, 1995, which
reports are included in Old U S West's, Inc.'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-3 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.
/s/ PricewaterhouseCoopers LLP
Denver, Colorado
October 6, 1998
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, MediaOne Group, Inc., a Delaware corporation (hereinafter
referred as the "Company"), proposes to file with the Securities and Exchange
Commission, under the provisions of the Securities Act of 1933, as amended, a
Registration Statement on Form S-3, including a related prospectus (all
effectively referred to as the "Registration Statement"), for the registration
of guarantees by the Company (the "Guarantees"), in conjunction with a
registration by MediaOne Group Funding, Inc. ("MediaOne Group Funding") and by
certain MediaOne Delaware business trusts (each a "Special Purpose Trust")
organized by the Company, of Trust Originated Preferred Securities ("TOPrS,"
together with the Guarantees, the "Securities"); 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.
/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
1
<PAGE>
/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
2
<PAGE>
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, under the provision of the Securities Act of 1933, as
amended, a Registration Statement on Form S-3, including a related prospectus
(all effectively referred to as the "Registration Statement"), for the
registration of guarantees by the Company (the "Guarantees") in conjunction
with a registration by MediaOne Group Funding, Inc. ("MediaOne Group Funding")
and by certain MediaOne Delaware business trusts (each a "Special Purpose
Trust") to be organized by the Company, of Trust Originated Preferred
Securities ("TOPrS," together with the Guarantees, the "Securities"); and
WHEREAS, the undersigned is an Officer of the Company;
NOW, THEREFORE, 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
Officer of the Company, to execute and file such Registration Statement, and
thereafter to execute and file any amended registration statement or statements
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 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 2nd day of October, 1998.
/s/ CHARLES M. LILLIS
- ----------------------------------------------
Charles M. Lillis
Chairman of the Board, Chief Executive Officer
and President
<PAGE>
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, under the provision of the Securities Act of 1933, as
amended, a Registration Statement on Form S-3, including a related prospectus
(all effectively referred to as the "Registration Statement"), for the
registration of guarantees by the Company (the "Guarantees") in conjunction
with a registration by MediaOne Group Funding, Inc. ("MediaOne Group Funding")
and by certain MediaOne Delaware business trusts (each a "Special Purpose
Trust") to be organized by the Company, of Trust Originated Preferred
Securities ("TOPrS," together with the Guarantees, the "Securities"); and
WHEREAS, the undersigned is an Officer of the Company;
NOW, THEREFORE, 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
Officer of the Company, to execute and file such Registration Statement, and
thereafter to execute and file any amended registration statement or statements
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 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 2nd day of October, 1998.
/s/ RICHARD A. POST
- ------------------------------------------
Richard A. Post
Executive Vice President and
Chief Financial Officer
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, MediaOne Group Funding, Inc., a Delaware corporation (hereinafter
referred to as the "Company"), proposed to file with the Securities and
Exchange Commission under the provisions of the Securities Act of 1933, as
amended, a Registration Statement on Form S-3, including a related prospectus
(all effectively referred to as the "Registration Statement") for the
registration of guarantees by MediaOne Group, Inc. (hereinafter referred to as
the "Company"), of Trust Originated Preferred Securities ("TOPrS," together
with the Guarantees, the "Securities"); and
WHEREAS, the undersigned is a Director or Officer, or both, of the
Company;
NOW, THEREFORE, the undersigned constitutes and appoints STEPHEN E. BRILZ
as attorney for her and in her name, place, and stead, and in her capacity as
Officer and/or Director of the Company, to execute and file such Registration
Statement, and thereafter to execute and file any amended registration
statement or statements 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 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 2nd day of October, 1998.
/s/ CONSTANCE P. CAMPBELL
- ------------------------------------------
Constance P. Campbell
President and Sole Director
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, MediaOne Group Funding, Inc., a Delaware corporation (hereinafter
referred to as the "Company"), proposed to file with the Securities and
Exchange Commission under the provisions of the Securities Act of 1933, as
amended, a Registration Statement on Form S-3, including a related prospectus
(all effectively referred to as the "Registration Statement") for the
registration of guarantees by MediaOne Group, Inc. (hereinafter referred to as
the "Company"), of Trust Originated Preferred Securities ("TOPrS," together
with the Guarantees, the "Securities"); and
WHEREAS, the undersigned is an Officer of the Company;
NOW, THEREFORE, 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 Officer of the Company, to execute and file such Registration
Statement, and thereafter to execute and file any amended registration
statement or statements 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 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 2nd day of October, 1998.
/s/ RAHN K. PORTER
- ------------------------------------------
Rahn K. Porter
Vice President and Chief
Financial Officer
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY
OF A TRUSTEE PURSUANT TO SECTION 305(b)(2)___
-------------------
THE FIRST NATIONAL BANK OF CHICAGO
(EXACT NAME OF TRUSTEE AS SPECIFIED IN ITS CHARTER)
A NATIONAL BANKING ASSOCIATION 36-0899825
(I.R.S. EMPLOYER
IDENTIFICATION NUMBER)
ONE FIRST NATIONAL PLAZA, CHICAGO, ILLINOIS 60670-0126
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
THE FIRST NATIONAL BANK OF CHICAGO
ONE FIRST NATIONAL PLAZA, SUITE 0286
CHICAGO, ILLINOIS 60670-0286
ATTN: LYNN A. GOLDSTEIN, LAW DEPARTMENT (312) 732-6919
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
-------------------
MEDIAONE FINANCE TRUST III
(EXACT NAME OF OBLIGORS AS SPECIFIED IN THEIR TRUST AGREEMENTS)
DELAWARE APPLIED FOR
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
5613 DTC PARKWAY
ENGLEWOOD, COLORADO 80155
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
PREFERRED SECURITIES OF MEDIAONE FINANCE TRUST III
(TITLE OF INDENTURE SECURITIES)
<PAGE>
ITEM 1. GENERAL INFORMATION. FURNISH THE FOLLOWING
INFORMATION AS TO THE TRUSTEE:
(a) NAME AND ADDRESS OF EACH EXAMINING OR
SUPERVISING AUTHORITY TO WHICH IT IS SUBJECT.
Comptroller of Currency, Washington, D.C.;
Federal Deposit Insurance Corporation,
Washington, D.C.; The Board of Governors of
the Federal Reserve System, Washington D.C..
(b) WHETHER IT IS AUTHORIZED TO EXERCISE
CORPORATE TRUST POWERS.
The trustee is authorized to exercise corporate
trust powers.
ITEM 2. AFFILIATIONS WITH THE OBLIGOR. IF THE OBLIGOR
IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH
SUCH AFFILIATION.
No such affiliation exists with the trustee.
ITEM 16. LIST OF EXHIBITS. LIST BELOW ALL EXHIBITS FILED AS A
PART OF THIS STATEMENT OF ELIGIBILITY.
1. A copy of the articles of association of the
trustee now in effect.*
2. A copy of the certificates of authority of the
trustee to commence business.*
3. A copy of the authorization of the trustee to
exercise corporate trust powers.*
4. A copy of the existing by-laws of the trustee.*
5. Not Applicable.
6. The consent of the trustee required by
Section 321(b) of the Act.
2
<PAGE>
7. A copy of the latest report of condition of the
trustee published pursuant to law or the
requirements of its supervising or examining
authority.
8. Not Applicable.
9. Not Applicable.
Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, The First National Bank of Chicago, a national
banking association organized and existing under the laws of the
United States of America, has duly caused this Statement of
Eligibility to be signed on its behalf by the undersigned, thereunto
duly authorized, all in the City of Chicago and State of Illinois, on
the 5th day of October, 1998.
THE FIRST NATIONAL BANK OF CHICAGO,
TRUSTEE
BY /s/ Steven M. Wagner
-------------------------------------------------
STEVEN M. WAGNER
FIRST VICE PRESIDENT
* Exhibits 1, 2, 3 and 4 are herein incorporated by reference to Exhibits
bearing identical numbers in Item 16 of the Form T-1 of The First National Bank
of Chicago, filed as Exhibit 25 to the Registration Statement on Form S-3 of U S
WEST Capital Funding, Inc. filed with the Securities and Exchange Commission on
May 6, 1998 (Registration No. 333-51907-01).
3
<PAGE>
EXHIBIT 6
THE CONSENT OF THE TRUSTEE REQUIRED
BY SECTION 321(b) OF THE ACT
October 5, 1998
Securities and Exchange Commission
Washington, D.C. 20549
Gentlemen:
In connection with the qualification of the Amended and Restated Declaration of
Trust of MediaOne Finance Trust III, the undersigned, in accordance with Section
321(b) of the Trust Indenture Act of 1939, as amended, hereby consents that the
reports of examinations of the undersigned, made by Federal or State authorities
authorized to make such examinations, may be furnished by such authorities to
the Securities and Exchange Commission upon its request therefor.
Very truly yours,
THE FIRST NATIONAL BANK OF CHICAGO
BY: /s/ Steven M. Wagner
------------------------------------
STEVEN M. WAGNER
FIRST VICE PRESIDENT
4
<PAGE>
EXHIBIT 7
<TABLE>
<S> <C>
Legal Title of Bank: The First National Bank of Chicago Call Date: 06/30/98 ST-BK: 17-1630 FFIEC 031
Address: One First National Plaza, Ste 0460 Page RC-1
City, State Zip: Chicago, IL 60670
FDIC Certificate No.: 0/3/6/1/8
---------
</TABLE>
CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL
AND STATE-CHARTERED SAVINGS BANKS FOR JUNE 30, 1998
All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, report the amount outstanding of the last business day of the
quarter.
SCHEDULE RC--BALANCE SHEET
DOLLAR AMOUNTS IN THOUSANDS
<TABLE>
<CAPTION>
C400
----
<S> <C> <C> <C>
ASSETS
1. Cash and balances due from depository institutions (from Schedule RC-A): RCFD
----
a. Noninterest-bearing balances and currency and coin(1)..................... 0081 4,490,272 1.a
b. Interest-bearing balances(2).............................................. 0071 5,586,990 1.b
2. Securities
a. Held-to-maturity securities (from Schedule RC-B, column A)................ 1754 0 2.a
b. Available-for-sale securities (from Schedule RC-B, column D).............. 1773 8,974,952 2.b
3. Federal funds sold and securities purchased under agreements to resell....... 1350 5,558,583 3.
4. Loans and lease financing receivables: RCFD
----
a. Loans and leases, net of unearned income (from Schedule RC-C)............. 2122 28,257,868 4.a
b. LESS: Allowance for loan and lease losses................................. 3123 413,742 4.b
c. LESS: Allocated transfer risk reserve..................................... 3128 0 4.c
RCFD
----
d. Loans and leases, net of unearned income, allowance, and reserve
(Item 4.a minus 4.b and 4.c)................................................. 2125 27,844,126 4.d
5. Trading assets (from Schedule RD-D).......................................... 3545 6,073,169 5.
6. Premises and fixed assets (including capitalized leases)..................... 2145 721,430 6.
7. Other real estate owned (from Schedule RC-M)................................. 2150 6,827 7.
8. Investments in unconsolidated subsidiaries and associated
companies (from Schedule RC-M)............................................... 2130 184,515 8.
9. Customers' liability to this bank on acceptances outstanding................. 2155 310,026 9.
10. Intangible assets (from Schedule RC-M)....................................... 2143 302,859 10.
11. Other assets (from Schedule RC-F)............................................ 2160 2,137,491 11.
12. Total assets (sum of items 1 through 11)..................................... 2170 62,191,240 12.
</TABLE>
- --------------------
(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held for trading.
<PAGE>
<TABLE>
<S> <C>
Legal Title of Bank: The First National Bank of Chicago Call Date: 06/30/98 ST-BK: 17-1630 FFIEC 031
Address: One First National Plaza, Ste 0460 Page RC-2
City, State Zip: Chicago, IL 60670
FDIC Certificate No.: 0/3/6/1/8
---------
</TABLE>
SCHEDULE RC-CONTINUED
<TABLE>
<CAPTION>
DOLLAR AMOUNTS IN
THOUSANDS
------------------
<S> <C> <C> <C>
LIABILITIES
13. Deposits RCON
a. In domestic offices (sum of totals of columns A and C from ----
Schedule RC-E, part I)................................................... 2200 21,810,607 13.a
(1) Noninterest-bearing(1)............................................... 6631 9,864,956 13.a1
(2) Interest-bearing..................................................... 6636 11,945,651 13.a2
RCFN
----
b. In foreign offices, Edge and Agreement subsidiaries, and IBF's
(from Schedule RC-B, part II)............................................ 2200 15,794,963 13.b
(1) Noninterest bearing.................................................. 6631 482,528 13.b1
(2) Interest-bearing..................................................... 6636 15,312,435 13.b2
14. Federal funds purchased and securities sold under agreements to repurchase: RCFD 2800 3,858,711 14.
15. a. Demand notes issued to the U.S. Treasury................................. RCON 2840 1,444,748 15.a
b. Trading Liabilities (from Schedule RC-D)................................. RCFD 3548 5,661,633 15.b
16. Other borrowed money: RCFD
----
a. With original maturity of one year or less............................... 2332 4,356,061 16.a
b. With original maturity of more than one year............................. A547 385,550 16.b
c. With original maturity of more than three years.......................... A548 320,386 16.c
17. Not applicable
18. Bank's liability on acceptance executed and outstanding..................... 2920 310,026 18.
19. Subordinated notes and debentures........................................... 3200 2,200,000 19.
20. Other liabilities (from Schedule RC-G)...................................... 2930 1,176,564 20.
21. Total liabilities (sum of items 13 through 20).............................. 2948 57,319,249 21.
22. Not applicable
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus............................... 3838 0 23.
24. Common stock................................................................ 3230 200,858 24.
25. Surplus (exclude all surplus related to preferred stock).................... 3839 3,188,187 25.
26. a. Undivided profits and capital reserves................................... 3632 1,467,324 26.a
b. Net unrealized holding gains (losses) on available-for-sale securities... 8434 18,040 26.b
27. Cumulative foreign currency translation adjustments......................... 3284 (2,418) 27.
28. Total equity capital (sum of items 23 through 27)........................... 3210 4,871,991 28.
29. Total liabilities, limited-life preferred stock, and equity capital
(sum of items 21, 22, and 28)............................................... 3300 62,191,240 29.
</TABLE>
Memorandum
To be reported only with the March Report of Condition.
1. Indicate in the box at the right the number of the statement
below that best describes the most comprehensive level of
auditing work performed for the bank by independent external Number
auditors as of any date during 1996............RCFD 6724.... / N/A / M.1.
1 = Independent audit of the bank conducted in accordance with generally
accepted auditing standards by a certified public accounting firm which
submits a report on the bank
2 = Independent audit of the bank's parent holding company conducted in
accordance with generally accepted auditing standards by a certified public
accounting firm which submits a report on the consolidated holding company
(but not on the bank separately)
3 = Directors' examination of the bank conducted in accordance with generally
accepted auditing standards by a certified public accounting firm (may be
required by state chartering authority)
4 = Directors' examination of the bank performed by other external auditors
(may be required by state chartering authority)
5 = Review of the bank's financial statements by external auditors
6 = Compilation of the bank's financial statements by external auditors
7 = Other audit procedures (excluding tax preparation work)
8 = No external audit work
- -------------------------
(1) Includes total demand deposits and noninterest-bearing time and savings
deposits.
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY
OF A TRUSTEE PURSUANT TO SECTION 305(b)(2)___
-------------------
THE FIRST NATIONAL BANK OF CHICAGO
(EXACT NAME OF TRUSTEE AS SPECIFIED IN ITS CHARTER)
A NATIONAL BANKING ASSOCIATION 36-0899825
(I.R.S. EMPLOYER
IDENTIFICATION NUMBER)
ONE FIRST NATIONAL PLAZA, CHICAGO, ILLINOIS 60670-0126
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
THE FIRST NATIONAL BANK OF CHICAGO
ONE FIRST NATIONAL PLAZA, SUITE 0286
CHICAGO, ILLINOIS 60670-0286
ATTN: LYNN A. GOLDSTEIN, LAW DEPARTMENT (312) 732-6919
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
-------------------
MEDIAONE FINANCE TRUST IV
(EXACT NAME OF OBLIGORS AS SPECIFIED IN THEIR TRUST AGREEMENTS)
DELAWARE APPLIED FOR
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
5613 DTC PARKWAY
ENGLEWOOD, COLORADO 801155
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
PREFERRED SECURITIES OF MEDIAONE FINANCE TRUST IV
(TITLE OF INDENTURE SECURITIES)
<PAGE>
ITEM 1. GENERAL INFORMATION. FURNISH THE FOLLOWING
INFORMATION AS TO THE TRUSTEE:
(a) NAME AND ADDRESS OF EACH EXAMINING OR
SUPERVISING AUTHORITY TO WHICH IT IS SUBJECT.
Comptroller of Currency, Washington, D.C.;
Federal Deposit Insurance Corporation,
Washington, D.C.; The Board of Governors of
the Federal Reserve System, Washington D.C..
(b) WHETHER IT IS AUTHORIZED TO EXERCISE
CORPORATE TRUST POWERS.
The trustee is authorized to exercise corporate
trust powers.
ITEM 2. AFFILIATIONS WITH THE OBLIGOR. IF THE OBLIGOR
IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH
SUCH AFFILIATION.
No such affiliation exists with the trustee.
ITEM 16. LIST OF EXHIBITS. LIST BELOW ALL EXHIBITS FILED AS A
PART OF THIS STATEMENT OF ELIGIBILITY.
1. A copy of the articles of association of the
trustee now in effect.*
2. A copy of the certificates of authority of the
trustee to commence business.*
3. A copy of the authorization of the trustee to
exercise corporate trust powers.*
4. A copy of the existing by-laws of the trustee.*
5. Not Applicable.
6. The consent of the trustee required by
Section 321(b) of the Act.
2
<PAGE>
7. A copy of the latest report of condition of the
trustee published pursuant to law or the
requirements of its supervising or examining
authority.
8. Not Applicable.
9. Not Applicable.
Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, The First National Bank of Chicago, a national
banking association organized and existing under the laws of the
United States of America, has duly caused this Statement of
Eligibility to be signed on its behalf by the undersigned, thereunto
duly authorized, all in the City of Chicago and State of Illinois, on
the 5th day of October, 1998.
THE FIRST NATIONAL BANK OF CHICAGO,
TRUSTEE
BY /s/ Steven M. Wagner
---------------------------------------
STEVEN M. WAGNER
FIRST VICE PRESIDENT
* Exhibits 1, 2, 3 and 4 are herein incorporated by reference to Exhibits
bearing identical numbers in Item 16 of the Form T-1 of The First National Bank
of Chicago, filed as Exhibit 25 to the Registration Statement on Form S-3 of U S
WEST Capital Funding, Inc. filed with the Securities and Exchange Commission on
May 6, 1998 (Registration No. 333-51907-01).
3
<PAGE>
EXHIBIT 6
THE CONSENT OF THE TRUSTEE REQUIRED
BY SECTION 321(b) OF THE ACT
October 5, 1998
Securities and Exchange Commission
Washington, D.C. 20549
Gentlemen:
In connection with the qualification of the Amended and Restated Declaration of
Trust of MediaOne Finance Trust IV, the undersigned, in accordance with Section
321(b) of the Trust Indenture Act of 1939, as amended, hereby consents that the
reports of examinations of the undersigned, made by Federal or State authorities
authorized to make such examinations, may be furnished by such authorities to
the Securities and Exchange Commission upon its request therefor.
Very truly yours,
THE FIRST NATIONAL BANK OF CHICAGO
BY: /s/ Steven M. Wagner
------------------------------------
STEVEN M. WAGNER
FIRST VICE PRESIDENT
4
<PAGE>
EXHIBIT 7
<TABLE>
<S> <C>
Legal Title of Bank: The First National Bank of Chicago Call Date: 06/30/98 ST-BK: 17-1630 FFIEC 031
Address: One First National Plaza, Ste 0460 Page RC-1
City, State Zip: Chicago, IL 60670
FDIC Certificate No.: 0/3/6/1/8
---------
</TABLE>
CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL
AND STATE-CHARTERED SAVINGS BANKS FOR JUNE 30, 1998
All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, report the amount outstanding of the last business day of the
quarter.
SCHEDULE RC--BALANCE SHEET
DOLLAR AMOUNTS IN THOUSANDS
<TABLE>
<CAPTION>
C400
----
<S> <C> <C> <C>
ASSETS
1. Cash and balances due from depository institutions (from Schedule RC-A): RCFD
----
a. Noninterest-bearing balances and currency and coin(1)..................... 0081 4,490,272 1.a
b. Interest-bearing balances(2).............................................. 0071 5,586,990 1.b
2. Securities
a. Held-to-maturity securities (from Schedule RC-B, column A)................ 1754 0 2.a
b. Available-for-sale securities (from Schedule RC-B, column D).............. 1773 8,974,952 2.b
3. Federal funds sold and securities purchased under agreements to resell....... 1350 5,558,583 3.
4. Loans and lease financing receivables: RCFD
----
a. Loans and leases, net of unearned income (from Schedule RC-C)............. 2122 28,257,868 4.a
b. LESS: Allowance for loan and lease losses................................. 3123 413,742 4.b
c. LESS: Allocated transfer risk reserve..................................... 3128 0 4.c
RCFD
----
d. Loans and leases, net of unearned income, allowance, and reserve
(Item 4.a minus 4.b and 4.c)................................................. 2125 27,844,126 4.d
5. Trading assets (from Schedule RD-D).......................................... 3545 6,073,169 5.
6. Premises and fixed assets (including capitalized leases)..................... 2145 721,430 6.
7. Other real estate owned (from Schedule RC-M)................................. 2150 6,827 7.
8. Investments in unconsolidated subsidiaries and associated
companies (from Schedule RC-M)............................................... 2130 184,515 8.
9. Customers' liability to this bank on acceptances outstanding................. 2155 310,026 9.
10. Intangible assets (from Schedule RC-M)....................................... 2143 302,859 10.
11. Other assets (from Schedule RC-F)............................................ 2160 2,137,491 11.
12. Total assets (sum of items 1 through 11)..................................... 2170 62,191,240 12.
</TABLE>
- --------------------
(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held for trading.
<PAGE>
<TABLE>
<S> <C>
Legal Title of Bank: The First National Bank of Chicago Call Date: 06/30/98 ST-BK: 17-1630 FFIEC 031
Address: One First National Plaza, Ste 0460 Page RC-2
City, State Zip: Chicago, IL 60670
FDIC Certificate No.: 0/3/6/1/8
---------
</TABLE>
SCHEDULE RC-CONTINUED
<TABLE>
<CAPTION>
DOLLAR AMOUNTS IN
THOUSANDS
------------------
<S> <C> <C> <C>
LIABILITIES
13. Deposits RCON
a. In domestic offices (sum of totals of columns A and C from ----
Schedule RC-E, part I)................................................... 2200 21,810,607 13.a
(1) Noninterest-bearing(1)............................................... 6631 9,864,956 13.a1
(2) Interest-bearing..................................................... 6636 11,945,651 13.a2
RCFN
----
b. In foreign offices, Edge and Agreement subsidiaries, and IBF's
(from Schedule RC-B, part II)............................................ 2200 15,794,963 13.b
(1) Noninterest bearing.................................................. 6631 482,528 13.b1
(2) Interest-bearing..................................................... 6636 15,312,435 13.b2
14. Federal funds purchased and securities sold under agreements to repurchase: RCFD 2800 3,858,711 14.
15. a. Demand notes issued to the U.S. Treasury................................. RCON 2840 1,444,748 15.a
b. Trading Liabilities (from Schedule RC-D)................................. RCFD 3548 5,661,633 15.b
16. Other borrowed money: RCFD
----
a. With original maturity of one year or less............................... 2332 4,356,061 16.a
b. With original maturity of more than one year............................. A547 385,550 16.b
c. With original maturity of more than three years.......................... A548 320,386 16.c
17. Not applicable
18. Bank's liability on acceptance executed and outstanding..................... 2920 310,026 18.
19. Subordinated notes and debentures........................................... 3200 2,200,000 19.
20. Other liabilities (from Schedule RC-G)...................................... 2930 1,176,564 20.
21. Total liabilities (sum of items 13 through 20).............................. 2948 57,319,249 21.
22. Not applicable
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus............................... 3838 0 23.
24. Common stock................................................................ 3230 200,858 24.
25. Surplus (exclude all surplus related to preferred stock).................... 3839 3,188,187 25.
26. a. Undivided profits and capital reserves................................... 3632 1,467,324 26.a
b. Net unrealized holding gains (losses) on available-for-sale securities... 8434 18,040 26.b
27. Cumulative foreign currency translation adjustments......................... 3284 (2,418) 27.
28. Total equity capital (sum of items 23 through 27)........................... 3210 4,871,991 28.
29. Total liabilities, limited-life preferred stock, and equity capital
(sum of items 21, 22, and 28)............................................... 3300 62,191,240 29.
</TABLE>
Memorandum
To be reported only with the March Report of Condition.
1. Indicate in the box at the right the number of the statement
below that best describes the most comprehensive level of
auditing work performed for the bank by independent external Number
auditors as of any date during 1996...........RCFD 6724.... / N/A / M.1.
1 = Independent audit of the bank conducted in accordance with generally
accepted auditing standards by a certified public accounting firm which
submits a report on the bank
2 = Independent audit of the bank's parent holding company conducted in
accordance with generally accepted auditing standards by a certified public
accounting firm which submits a report on the consolidated holding company
(but not on the bank separately)
3 = Directors' examination of the bank conducted in accordance with generally
accepted auditing standards by a certified public accounting firm (may be
required by state chartering authority)
4 = Directors' examination of the bank performed by other external auditors
(may be required by state chartering authority)
5 = Review of the bank's financial statements by external auditors
6 = Compilation of the bank's financial statements by external auditors
7 = Other audit procedures (excluding tax preparation work)
8 = No external audit work
- -------------------------
(1) Includes total demand deposits and noninterest-bearing time and savings
deposits.
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY
OF A TRUSTEE PURSUANT TO SECTION 305(b)(2)___
-------------------
THE FIRST NATIONAL BANK OF CHICAGO
(EXACT NAME OF TRUSTEE AS SPECIFIED IN ITS CHARTER)
A NATIONAL BANKING ASSOCIATION 36-0899825
(I.R.S. EMPLOYER
IDENTIFICATION NUMBER)
ONE FIRST NATIONAL PLAZA, CHICAGO, ILLINOIS 60670-0126
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
THE FIRST NATIONAL BANK OF CHICAGO
ONE FIRST NATIONAL PLAZA, SUITE 0286
CHICAGO, ILLINOIS 60670-0286
ATTN: LYNN A. GOLDSTEIN, LAW DEPARTMENT (312) 732-6919
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
-------------------
MEDIAONE FINANCE TRUST V
(EXACT NAME OF OBLIGORS AS SPECIFIED IN THEIR TRUST AGREEMENTS)
DELAWARE APPLIED FOR
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION
NUMBER)
5613 DTC PARKWAY
ENGLEWOOD, COLORADO 801155
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
PREFERRED SECURITIES OF MEDIAONE FINANCE TRUST V
(TITLE OF INDENTURE SECURITIES)
2
<PAGE>
ITEM 1. GENERAL INFORMATION. FURNISH THE FOLLOWING
INFORMATION AS TO THE TRUSTEE:
(a) NAME AND ADDRESS OF EACH EXAMINING OR
SUPERVISING AUTHORITY TO WHICH IT IS SUBJECT.
Comptroller of Currency, Washington, D.C.;
Federal Deposit Insurance Corporation,
Washington, D.C.; The Board of Governors of
the Federal Reserve System, Washington D.C..
(b) WHETHER IT IS AUTHORIZED TO EXERCISE
CORPORATE TRUST POWERS.
The trustee is authorized to exercise corporate
trust powers.
ITEM 2. AFFILIATIONS WITH THE OBLIGOR. IF THE OBLIGOR
IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH
SUCH AFFILIATION.
No such affiliation exists with the trustee.
ITEM 16. LIST OF EXHIBITS. LIST BELOW ALL EXHIBITS FILED AS A
PART OF THIS STATEMENT OF ELIGIBILITY.
1. A copy of the articles of association of the
trustee now in effect.*
2. A copy of the certificates of authority of the
trustee to commence business.*
3. A copy of the authorization of the trustee to
exercise corporate trust powers.*
4. A copy of the existing by-laws of the trustee.*
5. Not Applicable.
6. The consent of the trustee required by
Section 321(b) of the Act.
2
<PAGE>
7. A copy of the latest report of condition of the
trustee published pursuant to law or the
requirements of its supervising or examining
authority.
8. Not Applicable.
9. Not Applicable.
Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, The First National Bank of Chicago, a national
banking association organized and existing under the laws of the
United States of America, has duly caused this Statement of
Eligibility to be signed on its behalf by the undersigned, thereunto
duly authorized, all in the City of Chicago and State of Illinois, on
the 5th day of October, 1998.
THE FIRST NATIONAL BANK OF CHICAGO,
TRUSTEE
BY /s/ Steven M. Wagner
----------------------------------
STEVEN M. WAGNER
FIRST VICE PRESIDENT
* Exhibits 1, 2, 3 and 4 are herein incorporated by reference to Exhibits
bearing identical numbers in Item 16 of the Form T-1 of The First National Bank
of Chicago, filed as Exhibit 25 to the Registration Statement on Form S-3 of U S
WEST Capital Funding, Inc. filed with the Securities and Exchange Commission on
May 6, 1998 (Registration No. 333-51907-01).
3
<PAGE>
EXHIBIT 6
THE CONSENT OF THE TRUSTEE REQUIRED
BY SECTION 321(b) OF THE ACT
October 5, 1998
Securities and Exchange Commission
Washington, D.C. 20549
Gentlemen:
In connection with the qualification of the Amended and Restated Declaration of
Trust of MediaOne Finance Trust V, the undersigned, in accordance with Section
321(b) of the Trust Indenture Act of 1939, as amended, hereby consents that the
reports of examinations of the undersigned, made by Federal or State authorities
authorized to make such examinations, may be furnished by such authorities to
the Securities and Exchange Commission upon its request therefor.
Very truly yours,
THE FIRST NATIONAL BANK OF CHICAGO
BY: /s/ Steven M. Wagner
------------------------------------
STEVEN M. WAGNER
FIRST VICE PRESIDENT
4
<PAGE>
EXHIBIT 7
<TABLE>
<S> <C>
Legal Title of Bank: The First National Bank of Chicago Call Date: 06/30/98 ST-BK: 17-1630 FFIEC 031
Address: One First National Plaza, Ste 0460 Page RC-1
City, State Zip: Chicago, IL 60670
FDIC Certificate No.: 0/3/6/1/8
---------
</TABLE>
CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL
AND STATE-CHARTERED SAVINGS BANKS FOR JUNE 30, 1998
All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, report the amount outstanding of the last business day of the
quarter.
SCHEDULE RC--BALANCE SHEET
DOLLAR AMOUNTS IN THOUSANDS
<TABLE>
<CAPTION>
C400
----
<S> <C> <C> <C>
ASSETS
1. Cash and balances due from depository institutions (from Schedule RC-A): RCFD
----
a. Noninterest-bearing balances and currency and coin(1)..................... 0081 4,490,272 1.a
b. Interest-bearing balances(2).............................................. 0071 5,586,990 1.b
2. Securities
a. Held-to-maturity securities (from Schedule RC-B, column A)................ 1754 0 2.a
b. Available-for-sale securities (from Schedule RC-B, column D).............. 1773 8,974,952 2.b
3. Federal funds sold and securities purchased under agreements to resell....... 1350 5,558,583 3.
4. Loans and lease financing receivables:
RCFD
----
a. Loans and leases, net of unearned income (from Schedule RC-C)............. 2122 28,257,868 4.a
b. LESS: Allowance for loan and lease losses................................. 3123 413,742 4.b
c. LESS: Allocated transfer risk reserve..................................... 3128 0 4.c
RCFD
----
d. Loans and leases, net of unearned income, allowance, and reserve
(item 4.a minus 4.b and 4.c)................................................. 2125 27,844,126 4.d
5. Trading assets (from Schedule RD-D).......................................... 3545 6,073,169 5.
6. Premises and fixed assets (including capitalized leases)..................... 2145 721,430 6.
7. Other real estate owned (from Schedule RC-M)................................. 2150 6,827 7.
8. Investments in unconsolidated subsidiaries and associated
companies (from Schedule RC-M)............................................... 2130 184,515 8.
9. Customers' liability to this bank on acceptances outstanding................. 2155 310,026 9.
10. Intangible assets (from Schedule RC-M)....................................... 2143 302,859 10.
11. Other assets (from Schedule RC-F)............................................ 2160 2,137,491 11.
12. Total assets (sum of items 1 through 11)..................................... 2170 62,191,240 12.
</TABLE>
- --------------------
(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held for trading.
<PAGE>
<TABLE>
<S> <C>
Legal Title of Bank: The First National Bank of Chicago Call Date: 06/30/98 ST-BK: 17-1630 FFIEC 031
Address: One First National Plaza, Ste 0460 Page RC-2
City, State Zip: Chicago, IL 60670
FDIC Certificate No.: 0/3/6/1/8
---------
</TABLE>
SCHEDULE RC-CONTINUED
<TABLE>
<CAPTION>
DOLLAR AMOUNTS IN
THOUSANDS
------------------
<S> <C> <C> <C>
LIABILITIES
13. Deposits RCON
a. In domestic offices (sum of totals of columns A and C from ----
Schedule RC-E, part I)................................................... 2200 21,810,607 13.a
(1) Noninterest-bearing(1)............................................... 6631 9,864,956 13.a1
(2) Interest-bearing..................................................... 6636 11,945,651 13.a2
RCFN
----
b. In foreign offices, Edge and Agreement subsidiaries, and IBF's
(from Schedule RC-B, part II)............................................ 2200 15,794,963 13.b
(1) Noninterest bearing.................................................. 6631 482,528 13.b1
(2) Interest-bearing..................................................... 6636 15,312,435 13.b2
14. Federal funds purchased and securities sold under agreements to repurchase: RCFD 2800 3,858,711 14.
15. a. Demand notes issued to the U.S. Treasury................................. RCON 2840 1,444,748 15.a
b. Trading Liabilities (from Schedule RC-D)................................. RCFD 3548 5,661,633 15.b
RCFD
16. Other borrowed money: ----
a. With original maturity of one year or less............................... 2332 4,356,061 16.a
b. With original maturity of more than one year............................. A547 385,550 16.b
c. With original maturity of more than three years.......................... A548 320,386 16.c
17. Not applicable
18. Bank's liability on acceptance executed and outstanding..................... 2920 310,026 18.
19. Subordinated notes and debentures........................................... 3200 2,200,000 19.
20. Other liabilities (from Schedule RC-G)...................................... 2930 1,176,564 20.
21. Total liabilities (sum of items 13 through 20).............................. 2948 57,319,249 21.
22. Not applicable
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus............................... 3838 0 23.
24. Common stock................................................................ 3230 200,858 24.
25. Surplus (exclude all surplus related to preferred stock).................... 3839 3,188,187 25.
26. a. Undivided profits and capital reserves................................... 3632 1,467,324 26.a
b. Net unrealized holding gains (losses) on available-for-sale securities... 8434 18,040 26.b
27. Cumulative foreign currency translation adjustments......................... 3284 (2,418) 27.
28. Total equity capital (sum of items 23 through 27)........................... 3210 4,871,991 28.
29. Total liabilities, limited-life preferred stock, and equity capital
(sum of items 21, 22, and 28)............................................... 3300 62,191,240 29.
</TABLE>
Memorandum
To be reported only with the March Report of Condition.
1. Indicate in the box at the right the number of the statement
below that best describes the most comprehensive level of
auditing work performed for the bank by independent external Number
auditors as of any date during 1996..........RCFD 6724..... / N/A / M.1.
1 = Independent audit of the bank conducted in accordance with generally
accepted auditing standards by a certified public accounting firm which
submits a report on the bank
2 = Independent audit of the bank's parent holding company conducted in
accordance with generally accepted auditing standards by a certified public
accounting firm which submits a report on the consolidated holding company
(but not on the bank separately)
3 = Directors' examination of the bank conducted in accordance with generally
accepted auditing standards by a certified public accounting firm (may be
required by state chartering authority)
4 = Directors' examination of the bank performed by other external auditors
(may be required by state chartering authority)
5 = Review of the bank's financial statements by external auditors
6 = Compilation of the bank's financial statements by external auditors
7 = Other audit procedures (excluding tax preparation work)
8 = No external audit work
- -------------------------
(1) Includes total demand deposits and noninterest-bearing time and savings
deposits.
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY
OF A TRUSTEE PURSUANT TO SECTION 305(b)(2)___
-------------------
THE FIRST NATIONAL BANK OF CHICAGO
(EXACT NAME OF TRUSTEE AS SPECIFIED IN ITS CHARTER)
A NATIONAL BANKING ASSOCIATION 36-0899825
(I.R.S. EMPLOYER
IDENTIFICATION NUMBER)
ONE FIRST NATIONAL PLAZA, CHICAGO, ILLINOIS 60670-0126
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
THE FIRST NATIONAL BANK OF CHICAGO
ONE FIRST NATIONAL PLAZA, SUITE 0286
CHICAGO, ILLINOIS 60670-0286
ATTN: LYNN A. GOLDSTEIN, LAW DEPARTMENT (312) 732-6919
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
-------------------
MEDIAONE FINANCE TRUST VI
(EXACT NAME OF OBLIGORS AS SPECIFIED IN THEIR TRUST AGREEMENTS)
DELAWARE APPLIED FOR
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION
NUMBER)
5613 DTC PARKWAY
ENGLEWOOD, COLORADO 801155
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
PREFERRED SECURITIES OF MEDIAONE FINANCE TRUST VI
(TITLE OF INDENTURE SECURITIES)
<PAGE>
ITEM 1. GENERAL INFORMATION. FURNISH THE FOLLOWING
INFORMATION AS TO THE TRUSTEE:
(a) NAME AND ADDRESS OF EACH EXAMINING OR
SUPERVISING AUTHORITY TO WHICH IT IS SUBJECT.
Comptroller of Currency, Washington, D.C.;
Federal Deposit Insurance Corporation,
Washington, D.C.; The Board of Governors of
the Federal Reserve System, Washington D.C..
(b) WHETHER IT IS AUTHORIZED TO EXERCISE
CORPORATE TRUST POWERS.
The trustee is authorized to exercise corporate
trust powers.
ITEM 2. AFFILIATIONS WITH THE OBLIGOR. IF THE OBLIGOR
IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH
SUCH AFFILIATION.
No such affiliation exists with the trustee.
ITEM 16. LIST OF EXHIBITS. LIST BELOW ALL EXHIBITS FILED AS A
PART OF THIS STATEMENT OF ELIGIBILITY.
1. A copy of the articles of association of the
trustee now in effect.*
2. A copy of the certificates of authority of the
trustee to commence business.*
3. A copy of the authorization of the trustee to
exercise corporate trust powers.*
4. A copy of the existing by-laws of the trustee.*
5. Not Applicable.
6. The consent of the trustee required by
Section 321(b) of the Act.
2
<PAGE>
7. A copy of the latest report of condition of the
trustee published pursuant to law or the
requirements of its supervising or examining
authority.
8. Not Applicable.
9. Not Applicable.
Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, The First National Bank of Chicago, a national
banking association organized and existing under the laws of the
United States of America, has duly caused this Statement of
Eligibility to be signed on its behalf by the undersigned, thereunto
duly authorized, all in the City of Chicago and State of Illinois, on
the 5th day of October, 1998.
THE FIRST NATIONAL BANK OF CHICAGO,
TRUSTEE
BY /s/ Steven M. Wagner
------------------------------------
STEVEN M. WAGNER
FIRST VICE PRESIDENT
* Exhibits 1, 2, 3 and 4 are herein incorporated by reference to Exhibits
bearing identical numbers in Item 16 of the Form T-1 of The First National Bank
of Chicago, filed as Exhibit 25 to the Registration Statement on Form S-3 of U S
WEST Capital Funding, Inc. filed with the Securities and Exchange Commission on
May 6, 1998 (Registration No. 333-51907-01).
3
<PAGE>
EXHIBIT 6
THE CONSENT OF THE TRUSTEE REQUIRED
BY SECTION 321(b) OF THE ACT
October 5, 1998
Securities and Exchange Commission
Washington, D.C. 20549
Gentlemen:
In connection with the qualification of the Amended and Restated Declaration of
Trust of MediaOne Finance Trust VI, the undersigned, in accordance with Section
321(b) of the Trust Indenture Act of 1939, as amended, hereby consents that the
reports of examinations of the undersigned, made by Federal or State authorities
authorized to make such examinations, may be furnished by such authorities to
the Securities and Exchange Commission upon its request therefor.
Very truly yours,
THE FIRST NATIONAL BANK OF CHICAGO
BY: /s/ Steven M. Wagner
------------------------------------
STEVEN M. WAGNER
FIRST VICE PRESIDENT
4
<PAGE>
EXHIBIT 7
<TABLE>
<S> <C>
Legal Title of Bank: The First National Bank of Chicago Call Date 06/30/98 ST-BK: 17-1630 FFIEC 031
Address: One First National Plaza, Ste 0460 Page RC-1
City, State Zip: Chicago, IL 60670
FDIC Certificate No.: 0/3/6/1/8
---------
</TABLE>
CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL
AND STATE-CHARTERED SAVINGS BANKS FOR JUNE 30, 1998
All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, report the amount outstanding of the last business day of the
quarter.
SCHEDULE RC-BALANCE SHEET
<TABLE>
<CAPTION>
DOLLAR AMOUNTS IN THOUSANDS C400
----
<S> <C> <C> <C>
ASSETS
1. Cash and balances due from depository institutions (from Schedule RC-A): RCFD
----
a. Noninterest-bearing balances and currency and coin(1)..................... 0081 4,490,272 1.a
b. Interest-bearing balances(2).............................................. 0071 5,586,990 1.b
2. Securities
a. Held-to-maturity securities (from Schedule RC-B, column A)................ 1754 0 2.a
b. Available-for-sale securities (from Schedule RC-B, column D).............. 1773 8,974,952 2.b
3. Federal funds sold and securities purchased under agreements to resell....... 1350 5,558,583 3.
4. Loans and lease financing receivables: RCFD
----
a. Loans and leases, net of unearned income (from Schedule RC-C)............. 2122 28,257,868 4.a
b. LESS: Allowance for loan and lease losses................................. 3123 413,742 4.b
c. LESS: Allocated transfer risk reserve..................................... 3128 0 4.c
RCFD
----
d. Loans and leases, net of unearned income, allowance, and reserve
(item 4.a minus 4.b and 4.c)................................................. 2125 27,844,126 4.d
5. Trading assets (from Schedule RD-D).......................................... 3545 6,073,169 5.
6. Premises and fixed assets (including capitalized leases)..................... 2145 721,430 6.
7. Other real estate owned (from Schedule RC-M)................................. 2150 6,827 7.
8. Investments in unconsolidated subsidiaries and associated
companies (from Schedule RC-M)............................................... 2130 184,515 8.
9. Customers' liability to this bank on acceptances outstanding................. 2155 310,026 9.
10. Intangible assets (from Schedule RC-M)....................................... 2143 302,859 10.
11. Other assets (from Schedule RC-F)............................................ 2160 2,137,491 11.
12. Total assets (sum of items 1 through 11)..................................... 2170 62,191,240 12.
</TABLE>
- --------------------
(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held for trading.
<PAGE>
<TABLE>
<S> <C>
Legal Title of Bank: The First National Bank of Chicago Call Date: 06/30/98 ST-BK: 17-1630 FFIEC 031
Address: One First National Plaza, Ste 0460 Page RC-2
City, State Zip: Chicago, IL 60670
FDIC Certificate No.: 0/3/6/1/8
---------
</TABLE>
SCHEDULE RC-CONTINUED
<TABLE>
<CAPTION>
DOLLAR AMOUNTS IN
THOUSANDS
------------------
<S> <C> <C> <C>
LIABILITIES
13. Deposits RCON
a. In domestic offices (sum of totals of columns A and C from ----
Schedule RC-E, part I)................................................... 2200 21,810,607 13.a
(1) Noninterest-bearing(1)............................................... 6631 9,864,956 13.a1
(2) Interest-bearing..................................................... 6636 11,945,651 13.a2
RCFN
----
b. In foreign offices, Edge and Agreement subsidiaries, and IBF's
(from Schedule RC-B, part II)............................................ 2200 15,794,963 13.b
(1) Noninterest bearing.................................................. 6631 482,528 13.b1
(2) Interest-bearing..................................................... 6636 15,312,435 13.b2
14. Federal funds purchased and securities sold under agreements to repurchase: RCFD 2800 3,858,711 14.
15. a. Demand notes issued to the U.S. Treasury................................. RCON 2840 1,444,748 15.a
b. Trading Liabilities (from Schedule RC-D)................................. RCFD 3548 5,661,633 15.b
16. Other borrowed money: RCFD
----
a. With original maturity of one year or less............................... 2332 4,356,061 16.a
b. With original maturity of more than one year............................. A547 385,550 16.b
c. With original maturity of more than three years.......................... A548 320,386 16.c
17. Not applicable
18. Bank's liability on acceptance executed and outstanding..................... 2920 310,026 18.
19. Subordinated notes and debentures........................................... 3200 2,200,000 19.
20. Other liabilities (from Schedule RC-G)...................................... 2930 1,176,564 20.
21. Total liabilities (sum of items 13 through 20).............................. 2948 57,319,249 21.
22. Not applicable
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus............................... 3838 0 23.
24. Common stock................................................................ 3230 200,858 24.
25. Surplus (exclude all surplus related to preferred stock).................... 3839 3,188,187 25.
26. a. Undivided profits and capital reserves................................... 3632 1,467,324 26.a
b. Net unrealized holding gains (losses) on available-for-sale securities... 8434 18,040 26.b
27. Cumulative foreign currency translation adjustments......................... 3284 (2,418) 27.
28. Total equity capital (sum of items 23 through 27)........................... 3210 4,871,991 28.
29. Total liabilities, limited-life preferred stock, and equity capital
(sum of items 21, 22, and 28)............................................... 3300 62,191,240 29.
</TABLE>
Memorandum
To be reported only with the March Report of Condition.
1. Indicate in the box at the right the number of the statement
below that best describes the most comprehensive level of
auditing work performed for the bank by independent external
auditors as of any date during Number
1996.......................................RCFD 6724........./ N/A / M.1.
1 = Independent audit of the bank conducted in accordance with generally
accepted auditing standards by a certified public accounting firm which
submits a report on the bank
2 = Independent audit of the bank's parent holding company conducted in
accordance with generally accepted auditing standards by a certified public
accounting firm which submits a report on the consolidated holding company
(but not on the bank separately)
3 = Directors' examination of the bank conducted in accordance with generally
accepted auditing standards by a certified public accounting firm (may be
required by state chartering authority)
4 = Directors' examination of the bank performed by other external auditors
(may be required by state chartering authority)
5 = Review of the bank's financial statements by external auditors
6 = Compilation of the bank's financial statements by external auditors
7 = Other audit procedures (excluding tax preparation work)
8 = No external audit work
- -------------------------
(1) Includes total demand deposits and noninterest-bearing time and savings
deposits.
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY
OF A TRUSTEE PURSUANT TO SECTION 305(b)(2)___
-------------------
THE FIRST NATIONAL BANK OF CHICAGO
(EXACT NAME OF TRUSTEE AS SPECIFIED IN ITS CHARTER)
A NATIONAL BANKING ASSOCIATION 36-0899825
(I.R.S. EMPLOYER
IDENTIFICATION NUMBER)
ONE FIRST NATIONAL PLAZA, CHICAGO, ILLINOIS 60670-0126
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
THE FIRST NATIONAL BANK OF CHICAGO
ONE FIRST NATIONAL PLAZA, SUITE 0286
CHICAGO, ILLINOIS 60670-0286
ATTN: LYNN A. GOLDSTEIN, LAW DEPARTMENT (312) 732-6919
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
-------------------
MEDIAONE GROUP, INC.
(EXACT NAME OF OBLIGORS AS SPECIFIED IN THEIR TRUST AGREEMENTS)
DELAWARE 84-0926774
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
5613 DTC PARKWAY
ENGLEWOOD, COLORADO 80155
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
GUARANTEE OF PREFERRED SECURITIES OF MEDIAONE FINANCE TRUST III
GUARANTEE OF PREFERRED SECURITIES OF MEDIAONE FINANCE TRUST IV
GUARANTEE OF PREFERRED SECURITIES OF MEDIAONE FINANCE TRUST V
GUARANTEE OF PREFERRED SECURITIES OF MEDIAONE FINANCE TRUST VI
(TITLE OF INDENTURE SECURITIES)
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ITEM 1. GENERAL INFORMATION. FURNISH THE FOLLOWING
INFORMATION AS TO THE TRUSTEE:
(a) NAME AND ADDRESS OF EACH EXAMINING OR
SUPERVISING AUTHORITY TO WHICH IT IS SUBJECT.
Comptroller of Currency, Washington, D.C.;
Federal Deposit Insurance Corporation,
Washington, D.C.; The Board of Governors of
the Federal Reserve System, Washington D.C..
(b) WHETHER IT IS AUTHORIZED TO EXERCISE
CORPORATE TRUST POWERS.
The trustee is authorized to exercise corporate
trust powers.
ITEM 2. AFFILIATIONS WITH THE OBLIGOR. IF THE OBLIGOR
IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH
SUCH AFFILIATION.
No such affiliation exists with the trustee.
ITEM 16. LIST OF EXHIBITS. LIST BELOW ALL EXHIBITS FILED AS A
PART OF THIS STATEMENT OF ELIGIBILITY.
1. A copy of the articles of association of the
trustee now in effect.*
2. A copy of the certificates of authority of the
trustee to commence business.*
3. A copy of the authorization of the trustee to
exercise corporate trust powers.*
4. A copy of the existing by-laws of the trustee.*
5. Not Applicable.
6. The consent of the trustee required by
Section 321(b) of the Act.
2
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7. A copy of the latest report of condition of the
trustee published pursuant to law or the
requirements of its supervising or examining
authority.
8. Not Applicable.
9. Not Applicable.
Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, The First National Bank of Chicago, a national
banking association organized and existing under the laws of the
United States of America, has duly caused this Statement of Eligibility
to be signed on its behalf by the undersigned, thereunto duly authorized,
all in the City of Chicago and State of Illinois, on the 5th day of
October, 1998.
THE FIRST NATIONAL BANK OF CHICAGO,
TRUSTEE
BY /s/ Steven M. Wagner
------------------------------------
STEVEN M. WAGNER
FIRST VICE PRESIDENT
* Exhibits 1, 2, 3 and 4 are herein incorporated by reference to Exhibits
bearing identical numbers in Item 16 of the Form T-1 of The First National
Bank of Chicago, filed as Exhibit 25 to the Registration Statement on Form
S-3 of U S WEST Capital Funding, Inc. filed with the Securities and Exchange
Commission on May 6, 1998 (Registration No. 333-51907-01).
3
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EXHIBIT 6
THE CONSENT OF THE TRUSTEE REQUIRED
BY SECTION 321(b) OF THE ACT
October 5, 1998
Securities and Exchange Commission
Washington, D.C. 20549
Gentlemen:
In connection with the qualification of the guarantee of the Preferred
Securities of MediaOne Finance Trust III, of MediaOne Finance Trust IV, of
MediaOne Finance Trust V, and of MediaOne Finance Trust VI, by MediaOne
Group, Inc., the undersigned, in accordance with Section 321(b) of the Trust
Indenture Act of 1939, as amended, hereby consents that the reports of
examinations of the undersigned, made by Federal or State authorities
authorized to make such examinations, may be furnished by such authorities to
the Securities and Exchange Commission upon its request therefor.
Very truly yours,
THE FIRST NATIONAL BANK OF CHICAGO
BY: /s/ Steven M. Wagner
------------------------------------
STEVEN M. WAGNER
FIRST VICE PRESIDENT
4
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EXHIBIT 7
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<S> <C>
Legal Title of Bank: The First National Bank of Chicago Call Date 06/30/98 ST-BK: 17-1630 FFIEC 031
Address: One First National Plaza, Ste 0460 Page RC-1
City, State Zip: Chicago, IL 60670
FDIC Certificate No.: 0/3/6/1/8
---------
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CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL
AND STATE-CHARTERED SAVINGS BANKS FOR JUNE 30, 1998
All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, report the amount outstanding of the last business day of the
quarter.
SCHEDULE RC-BALANCE SHEET
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<CAPTION>
DOLLAR AMOUNTS IN THOUSANDS C400
----
<S> <C> <C> <C>
ASSETS
1. Cash and balances due from depository institutions (from Schedule RC-A): RCFD
----
a. Noninterest-bearing balances and currency and coin(1)..................... 0081 4,490,272 1.a
b. Interest-bearing balances(2).............................................. 0071 5,586,990 1.b
2. Securities
a. Held-to-maturity securities (from Schedule RC-B, column A)................ 1754 0 2.a
b. Available-for-sale securities (from Schedule RC-B, column D).............. 1773 8,974,952 2.b
3. Federal funds sold and securities purchased under agreements to resell....... 1350 5,558,583 3.
4. Loans and lease financing receivables: RCFD
----
a. Loans and leases, net of unearned income (from Schedule RC-C)............. 2122 28,257,868 4.a
b. LESS: Allowance for loan and lease losses................................. 3123 413,742 4.b
c. LESS: Allocated transfer risk reserve..................................... 3128 0 4.c
RCFD
----
d. Loans and leases, net of unearned income, allowance, and reserve
(item 4.a minus 4.b and 4.c)................................................. 2125 27,844,126 4.d
5. Trading assets (from Schedule RD-D).......................................... 3545 6,073,169 5.
6. Premises and fixed assets (including capitalized leases)..................... 2145 721,430 6.
7. Other real estate owned (from Schedule RC-M)................................. 2150 6,827 7.
8. Investments in unconsolidated subsidiaries and associated
companies (from Schedule RC-M)............................................... 2130 184,515 8.
9. Customers' liability to this bank on acceptances outstanding................. 2155 310,026 9.
10. Intangible assets (from Schedule RC-M)....................................... 2143 302,859 10.
11. Other assets (from Schedule RC-F)............................................ 2160 2,137,491 11.
12. Total assets (sum of items 1 through 11)..................................... 2170 62,191,240 12.
</TABLE>
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(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held for trading.
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<TABLE>
<S> <C>
Legal Title of Bank: The First National Bank of Chicago Call Date: 06/30/98 ST-BK: 17-1630 FFIEC 031
Address: One First National Plaza, Ste 0460 Page RC-2
City, State Zip: Chicago, IL 60670
FDIC Certificate No.: 0/3/6/1/8
---------
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SCHEDULE RC-CONTINUED
<TABLE>
<CAPTION>
DOLLAR AMOUNTS IN
THOUSANDS
------------------
<S> <C> <C> <C>
LIABILITIES
13. Deposits RCON
a. In domestic offices (sum of totals of columns A and C from ----
Schedule RC-E, part I)................................................... 2200 21,810,607 13.a
(1) Noninterest-bearing(1)............................................... 6631 9,864,956 13.a1
(2) Interest-bearing..................................................... 6636 11,945,651 13.a2
RCFN
----
b. In foreign offices, Edge and Agreement subsidiaries, and IBF's
(from Schedule RC-B, part II)............................................ 2200 15,794,963 13.b
(1) Noninterest bearing.................................................. 6631 482,528 13.b1
(2) Interest-bearing..................................................... 6636 15,312,435 13.b2
14. Federal funds purchased and securities sold under agreements to repurchase: RCFD 2800 3,858,711 14.
15. a. Demand notes issued to the U.S. Treasury................................. RCON 2840 1,444,748 15.a
b. Trading Liabilities (from Schedule RC-D)................................. RCFD 3548 5,661,633 15.b
16. Other borrowed money: RCFD
----
a. With original maturity of one year or less............................... 2332 4,356,061 16.a
b. With original maturity of more than one year............................. A547 385,550 16.b
c. With original maturity of more than three years.......................... A548 320,386 16.c
17. Not applicable
18. Bank's liability on acceptance executed and outstanding..................... 2920 310,026 18.
19. Subordinated notes and debentures........................................... 3200 2,200,000 19.
20. Other liabilities (from Schedule RC-G)...................................... 2930 1,176,564 20.
21. Total liabilities (sum of items 13 through 20).............................. 2948 57,319,249 21.
22. Not applicable
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus............................... 3838 0 23.
24. Common stock................................................................ 3230 200,858 24.
25. Surplus (exclude all surplus related to preferred stock).................... 3839 3,188,187 25.
26. a. Undivided profits and capital reserves................................... 3632 1,467,324 26.a
b. Net unrealized holding gains (losses) on available-for-sale securities... 8434 18,040 26.b
27. Cumulative foreign currency translation adjustments......................... 3284 (2,418) 27.
28. Total equity capital (sum of items 23 through 27)........................... 3210 4,871,991 28.
29. Total liabilities, limited-life preferred stock, and equity capital
(sum of items 21, 22, and 28)............................................... 3300 62,191,240 29.
</TABLE>
Memorandum
To be reported only with the March Report of Condition.
1. Indicate in the box at the right the number of the statement
below that best describes the most comprehensive level of
auditing work performed for the bank by independent external
auditors as of any date during Number
1996.......................................RCFD 6724........./ N/A / M.1.
1 = Independent audit of the bank conducted in accordance with generally
accepted auditing standards by a certified public accounting firm which
submits a report on the bank
2 = Independent audit of the bank's parent holding company conducted in
accordance with generally accepted auditing standards by a certified public
accounting firm which submits a report on the consolidated holding company
(but not on the bank separately)
3 = Directors' examination of the bank conducted in accordance with generally
accepted auditing standards by a certified public accounting firm (may be
required by state chartering authority)
4 = Directors' examination of the bank performed by other external auditors
(may be required by state chartering authority)
5 = Review of the bank's financial statements by external auditors
6 = Compilation of the bank's financial statements by external auditors
7 = Other audit procedures (excluding tax preparation work)
8 = No external audit work
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(1) Includes total demand deposits and noninterest-bearing time and savings
deposits.
