SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
MediaOne Group, Inc.
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(Name of Issuer)
Common Stock, $.01 par value per share
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(Title of Class of Securities)
58440J104
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(CUSIP Number)
Amos B. Hostetter, Jr.
The Pilot House
Lewis Wharf
Boston, Massachusetts 02110
(617) 854-3000
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
May 12, 1999
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g),
check the following box. [X]
Note: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Section 240.13d-7(b)
for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing
information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
SCHEDULE 13D
CUSIP No. 58440J104
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1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Amos B. Hostetter, Jr.
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) ( )
(b) (X)
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3. SEC USE ONLY
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4. SOURCE OF FUNDS (See Instructions)
PF/00 (See Item 3)
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5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) ( )
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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7. SOLE VOTING POWER (See Item 5)
NUMBER OF
SHARES 54,363,719
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BENEFICIALLY 8. SHARED VOTING POWER (See Item 5)
OWNED BY
EACH 1,831,497
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REPORTING 9. SOLE DISPOSITIVE POWER (See Item 5)
PERSON
WITH 54,363,719
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10. SHARED DISPOSITIVE POWER (See Item 5)
1,956,472
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
56,320,191
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12. CHECK IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES
(See Instructions) ( )
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
9.33%
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14. TYPE OF REPORTING PERSON (See Instructions)
IN
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Note: This Amendment No. 1 to Schedule 13D (this "Amendment
No. 1") amends the Statement on Schedule 13D dated
April 22, 1999 (the "Schedule 13D") filed on behalf of
Amos B. Hostetter, Jr. relating to the Common Stock
(as defined in the Schedule 13D). Unless otherwise
indicated all capitalized terms used herein shall have
the respective meanings ascribed to them in the
Schedule 13D.
Item 4. Purpose of the Transaction.
Item 4 of the Schedule 13D is hereby amended by the following:
In response to the public announcement by the Company and AT&T on May
6, 1999 as to the execution of a definitive merger agreement (the "Merger
Agreement"), Mr. Hostetter delivered a letter to the Company on May 6,
1999. In his letter, Mr. Hostetter requested that the Company release him
from his obligations under the Shareholders Agreement to the extent
necessary to permit AT&T and Mr. Hostetter to work together in the
implementation and completion of the transactions contemplated by the
Merger Agreement, including but not limited to Mr. Hostetter's commenting
publicly with respect to such transactions and soliciting shareholder
support for the merger (the "Merger") and other transactions contemplated
by the Merger Agreement.
On May 12, 1999, Frank M. Eichler, Executive Vice President - Law and
Public Policy, General Counsel and Secretary of the Company, on behalf of
the Company delivered to Mr. Hostetter a letter which was accepted and
countersigned by Mr. Hostetter on May 14, 1999 as of May 12, 1999, and a
copy of which is attached as Exhibit F to this Amendment No. 1 and
incorporated herein by reference. The letter evidences the Company's
agreement to extend the limited waiver of the Shareholders Agreement which
it previously granted by its letter dated March 31, 1999 and to grant a
waiver to permit Mr. Hostetter to solicit proxies for the Merger and to
speak with the Company's shareholders concerning the financial aspects of
the Merger. The waivers are solely to allow Mr. Hostetter to work with AT&T
in the implementation and completion of the Merger and the transactions
contemplated thereby, including the right to solicit proxies for the Merger
and to speak with the Company's shareholders concerning the financial
aspects of the Merger and for no other purpose. The waiver letter amends
the Shareholders Agreement which, except as amended, remains in effect.
Item 7. Material to be Filed as Exhibits.
Exhibit F: Letter dated May 12, 1999 from Frank M.
Eichler, Executive Vice President - Law
and Public Policy, General Counsel and
Secretary of the Company to Amos Hostetter.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: May 14, 1999
/s/ Amos B. Hostetter, Jr.
_______________________________
Amos B. Hostetter, Jr.
EXHIBIT INDEX
Exhibit Description
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F Letter dated May 12, 1999 from Frank M. Eichler,
Executive Vice President - Law and Public Policy, General
Counsel and Secretary of the Company to Amos Hostetter.
EXHIBIT F
[MediaOne Group Letterhead]
May 12, 1999
Amos B. Hostetter, Jr.
Pilot House Associates, LLC
The Pilot House
Lewis Wharf
Boston, MA 02110
Dear Amos:
Thank you for your letter of May 7, 1999. Your request, as modified by
AT&T, is for relief from the standstill provisions of the Stockholders'
Agreement to the extent necessary to permit you to work with AT&T in the
implementation and completion of the proposed merger (the "Merger") and the
transactions contemplated thereby, including the right to solicit proxies
for the Merger and to speak with MediaOne Group shareholders concerning the
financial aspects of the Merger.
In response to this request, MediaOne Group agrees to extend the waiver of
Section 3.5(a)(ii)(b) and to grant a waiver of Section 3.5(a)(ii)(C). In
addition, MediaOne Group agrees to permit you to speak with its
shareholders regarding the financial aspects of the Merger. The foregoing
waivers shall remain in effect until such time as the Merger is consummated
or the AT&T Merger Agreement terminates in accordance with its terms. These
waivers are solely to allow you to engage in the activities described in
the first paragraph of this letter and for no other purpose, including
without limitation seeking to influence in any public forum the management
or policies of MediaOne Group or any of its subsidiaries.
Please consider this letter to be an amendment to the Stockholders'
Agreement, dated as of February 27, 1996, and subject to the same
applicable law. Other than as modified by this letter, the remaining
provisions of such Stockholders' Agreement remain in effect. If acceptable,
please confirm by signing and returning a copy of the letter to me.
Very truly yours,
Frank M. Eichler
Executive Vice President
Law and Public Policy
General Counsel and Secretary
Accepted and agreed to as of the date first written above:
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Amos B. Hostetter, Jr.
cc: Steve Besen
Dennis Block
Marilyn Wasser
