<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM 8-A
---------------
For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or 12(g) of the
Securities Exchange Act of 1934
MEDIAONE GROUP, INC.
(Exact Name of Registrant as Specified in its Charter)
<TABLE>
<S> <C>
DELAWARE 84-0926774
(State of Incorporation or (I.R.S. Employer Identification
Organization) No.)
188 INVERNESS DRIVE WEST 80112
ENGLEWOOD, COLORADO (Zip Code)
(Address and Telephone Number of
Principal Executive Offices)
</TABLE>
<TABLE>
<CAPTION>
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH
TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED
- ---------------------------------------- -----------------------------------
<S> <C>
Premium Income Exchangeable New York Stock Exchange, Inc.
Securities of MediaOne Group, Inc.
</TABLE>
If this form relates to the registration of a class of securities pursuant
to Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A(c), check the following box. /X/
If this form relates to the registration of a class of securities pursuant
to Section 12(g) of the Exchange Act and pursuant to General Instruction A(d),
check the following box. / /
Securities Act registration statement file number to which this form
relates:
___333-57187___ (if applicable)
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
___None___
(TITLE OF CLASS)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
For a full description of the Premium Income Exchangeable Securities
("PIES") of MediaOne Group, Inc. ("MediaOne Group") reference is made to (i) the
information contained under the caption "Description of Debt Securities" in the
prospectus (the "Prospectus") dated July 22, 1998, which forms part of the
Registration Statement on Form S-3 and Amendment No. 1 thereto (File No.
333-57187), filed by MediaOne Group with the Securities and Exchange Commission
under the Securities Act of 1933, as amended, which Registration Statement was
declared effective on July 10, 1998 (the "Registration Statement") and (ii) the
information contained under the caption "Description of the PIES" in the
Prospectus Supplement (the "Prospectus Supplement") to the Prospectus covering
the PIES, filed with the Securities and Exchange Commission on July 31, 1998
under 424(b)(2). The information contained in the Prospectus Supplement, the
Prospectus and the Registration Statement are incorporated herein by reference.
ITEM 2. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ----------- -------------------------------------------------------------------------------------------
<C> <C> <S>
2-A -- Form of Indenture between MediaOne Group, Inc. and The First National Bank of Chicago, as
Trustee (incorporated by reference to Exhibit 4.A to MediaOne Group's Registration
Statement No. 33-62451).
2-B -- Form of Supplemental Indenture between MediaOne Group, Inc. and The First National Bank of
Chicago, as Trustee (incorporated by reference to Exhibit 4.B to MediaOne Group's
Registration Statement No. 33-62451).
2-C -- Form of Third Supplemental Indenture between MediaOne Group, Inc. and The First National
Bank of Chicago, as Trustee (incorporated herein by reference to Exhibit 4-A to MediaOne
Group's Current Report on Form 8-K, dated July 31, 1998, File No. 1-8611).
2-D -- Form of PIES (incorporated herein by reference to Exhibit 4-B to MediaOne Group's Current
Report on Form 8-K, dated July 31, 1998, File No. 1-8611).
</TABLE>
2
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, as amended the registrant has duly caused this registration statement to
be signed on its behalf by the undersigned, thereto duly authorized.
Dated: July 31, 1998
<TABLE>
<S> <C> <C>
MediaOne Group, Inc.
By: /s/ STEPHEN E. BRILZ
-----------------------------------------
Name: Stephen E. Brilz
Title: Assistant Secretary
</TABLE>
3
