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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 22, 1998
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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MEDIAONE GROUP, INC.
(Exact name of registrant as specified in its charter)
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<S> <C>
DELAWARE 84-0926774
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
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188 INVERNESS DRIVE WEST
ENGLEWOOD, COLORADO 80112
(303) 858-3000
(Name, address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
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STEPHEN E. BRILZ, ESQ. PLEASE SEND COPIES OF ALL COMMUNICATIONS TO:
MEDIAONE GROUP, INC. AKIKO MIKUMO, ESQ.
5613 DTC PARKWAY WEIL, GOTSHAL & MANGES
ENGLEWOOD, COLORADO 80155 767 FIFTH AVENUE
(303) 858-3511 NEW YORK, NEW YORK 10153
(Name, address, including zip code, and (212) 310-8000
telephone number
of agent for service for the registrant)
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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.
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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. /X/ 333-57187
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
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PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AGGREGATE
SECURITIES OFFERING AMOUNT OF
TO BE REGISTERED PRICE (1) REGISTRATION FEE
Debt Securities of MediaOne Group, Inc............ $300,000,000 $88,500
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(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457. Pursuant to Rule 429 under the Securities Act of 1933,
as amended, the Prospectus in the Registration Statement No. 333-57187 and
Amendment No. 1 thereto is a combined prospectus and relates to Registration
Statement No. 33-62451 and the related amendments thereto for the purpose of
calculating the registration fee pursuant to Rule 457. For the purpose of
calculating the amount of debt securities to be registered pursuant to this
Registration Statement, Registration Statement No. 333-57187 and Amendment
No. 1 thereto registered $1,500,000,000 of debt securities.
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INCORPORATION BY REFERENCE OF REGISTRATION STATEMENT
ON FORM S-3, FILE NO. 333-57187
MediaOne Group, Inc. (the "Company") hereby incorporates by reference into
this Registration Statement on Form S-3 in its entirety the Registration
Statement on Form S-3 and Amendment No. 1 thereto (File No. 333-57187) declared
effective on July 10, 1998 by the Securities and Exchange Commission (the
"Commission"), including each of the documents filed by the Company with the
Commission and incorporated or deemed to be incorporated by reference therein.
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ITEM 16. EXHIBITS.
Exhibits identified in parentheses below are on file with the Securities and
Exchange Commission and are incorporated herein by reference to such previous
filings. All other exhibits are provided as part of this electronic
transmission.
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5 -- Opinion of Stephen E. Brilz
23-A -- Consent of Arthur Andersen LLP
23-B -- Consent of PricewaterhouseCoopers LLP
23-E -- Consent of Stephen E. Brilz is contained in the opinion of counsel filed
as Exhibit 5
(24) -- Powers of Attorney (Exhibit 24 to Registration Statement No. 333-57187)
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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 22ND DAY OF
JULY, 1998.
MEDIAONE GROUP, INC.
By /S/ STEPHEN E. BRILZ
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STEPHEN E. BRILZ
Assistant Secretary
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT OR AMENDMENT THERETO HAS BEEN SIGNED BELOW BY THE
FOLLOWING DIRECTORS AND OFFICERS OF MEDIAONE GROUP, INC. IN THE CAPACITIES AND
ON THE DATE INDICATED.
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:
GRANT A. DOVE*
PIERSON M. GRIEVE*
CHARLES M. LILLIS*
CHARLES P. RUSS, III*
LOUIS A. SIMPSON*
JOHN SLEVIN*
*By /s/ STEPHEN E.
BRILZ
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Stephen E. Brilz
Attorney-in-Fact
Dated: July 22, 1998
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MediaOne Group, Inc.
Suite 700
5613 DTC Parkway
Englewood, Colorado 80155
(303) 858-3511
Stephen E. Brilz
Corporate Counsel and Assistant Secretary
July 22, 1998
MediaOne Group, Inc.
188 Inverness Drive West
Englewood, Colorado 80112
Re: Public Offering of Debt Securities
Gentlemen and Ladies:
I have examined the Registration Statement on Form S-3 filed
contemporaneously herewith (the "Registration Statement") by MediaOne Group,
Inc. (the "Registrant"), with the Securities and Exchange Commission (the
"Commission") in connection with the registration under the Securities Act of
1933, as amended, of up to $300,000,000 of debt securities. Such debt securities
are to be offered for sale to the public together with $1,500,000,000 of debt
securities registered by the Registrant on Form S-3 (File No. 333-57187) which
was declared effective on July 10, 1998 (such debt securities, together with the
$300,000,000 of debt securities referred to above, are hereinafter the "Debt
Securities"). I have examined the Registrant's certificate of incorporation and
bylaws, as amended, the form of indenture by and between the Registrant and The
First National Bank of Chicago, as Trustee, under which any debt securities are
to be issued (the "Indenture"), and such other documents, certificates and
matters of fact as I have deemed necessary for purposes of this opinion. I am
familiar with the proceedings taken and proposed to be taken by the Registrant
in connection with the proposed authorization, issuance and sale of the Debt
Securities.
I am also familiar with the proposed opinion of legal counsel qualified to
practice in New York concerning the validity, legality, and binding effect of
any debt securities under New York law, upon which opinion I will rely, at such
time as Debt Securities are issued in connection with the Registration
Statement.
Based upon the foregoing, and in reliance thereon, it is my opinion that,
subject to the receipt of payment for the Debt Securities and subject to the
terms of the Debt Securities being otherwise in compliance with then applicable
law, when the Debt Securities have been duly authorized, executed,
authenticated, if necessary, and delivered in accordance with the terms of the
applicable resolutions of the Board of Directors of the Registrant, and any
legally required consents, approvals, authorizations, and other orders of the
Commission or of any other judicial or regulatory authorities have been
obtained, the Debt Securities will constitute legally issued and binding
obligations of the Registrant, except as may be limited by bankruptcy,
insolvency, reorganization, moratorium, or similar laws affecting creditors'
rights generally, and except that the remedies of specific performance and
injunctive and other forms of equitable relief are subject to certain equitable
defenses and to the discretion of the court before which any proceeding therefor
may be brought.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement, and I further consent to the use of my name under the
caption "Legal Opinions" in the Prospectus forming a part of the Registration
Statement.
Very truly yours,
/s/ STEPHEN E. BRILZ
Stephen E. Brilz
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ARTHUR ANDERSEN LLP
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,
July 22, 1998.
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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, 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.
We consent to the incorporation in this Registration Statement on Form S-3
of MediaOne Group, Inc. of our reports dated February 6, 1998, on our audits of
the combined financial statements and combined financial statement schedule of
New U S WEST, for the year ended December 31, 1995, included in Old U S WEST's
Proxy Statement and Schedule 14A, filed April 20, 1998.
We also consent to the reference to our firm under the caption "Experts".
/s/ PricewaterhouseCoopers LLP
Denver, Colorado
July 22, 1998
