UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
MediaOne Group, Inc.
(Exact name of registrant as specified in its charter)
Delaware 84-0926774
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
188 Inverness Drive West
Englewood, Colorado 80112
(303) 858-3000
(Address, zip code, telephone number, and area code, of registrant's principal
executive offices)
MEDIAONE GROUP
1999 SUPPLEMENTAL STOCK PLAN
(Full title of the Plan)
STEPHEN E. BRILZ, ESQ.
MediaOne Group, Inc.
5613 DTC Parkway, Suite 700
Englewood, Colorado 80111
(303) 858-3511
(Name, address, zip code, telephone number and area code, of agent for service)
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents have been filed by MediaOne Group, Inc., a Delaware
corporation ("MediaOne Group" or the "Company") with the Securities and Exchange
Commission (the "Commission") (File No. 1-8611) and are incorporated herein by
reference:
(1) Annual Report on Form 10-K for the year ended December 31, 1997 (as amended
by Form 10-K/A filed April 13, 1998);
(2) Proxy Statement on Schedule 14A filed with the Commission on April 20,
1998;
(3) 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; May 15, 1998; June 18, 1998; June 24, 1998; July 29,
1998; July 30, 1998; November 3, 1998, November 4, 1998, December 17, 1998,
February 11, 1999, February 19, 1999 and March 22, 1999;
(4) Quarterly Report on Form 10-Q for the quarters ended June 30, 1998 and
September 30, 1998;
(5) The description of the Stock and the Rights issuable pursuant to a Rights
Agreement between the Company and its Rights Agent, are set forth in
Exhibit 1 to the Company's Form 8-A filed with the Commission on February
11, 1999, in Exhibit 4 to the Company's Current Report on Form 8-K filed
with the Commission on February 11, 1999 and in Exhibit 1 to the Company's
Form 8-A filed with the Commision on March 29, 1999.
All documents filed by MediaOne Group pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act subsequent to the date of this registration
statement and prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this registration statement to the extent that a statement
contained herein or in any other subsequently filed document, which also is or
is deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this registration
statement.
Item 4. Description of Securities.
The class of securities to be offered hereby is registered under
Section 12 of the Exchange Act.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law (the "DGCL")
permits MediaOne Group's board of directors to indemnify any person
against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in
connection with any threatened, pending or completed action, suit or
proceeding in which such person is made a party by reason of his
being or having been a director, officer, employee or agent of the
Registrant, in terms sufficiently broad to permit such indemnifica-
tion under certain circumstances for liabilities (including reimburse-
ment for expenses incurred) arising under the Securities Act of 1933,
as amended (the "Securities Act"). The statute provides that
indemnification pursuant to its provisions is not exclusive of other
rights of indemnification to which a person may be entitled under any
bylaw, agreement, vote of stockholders or disinterested directors, or
otherwise.
MediaOne Group's Amended and Restated Certificate of Incorporation and
Bylaws provide for indemnification of its directors and officers to the fullest
extent permitted by law.
As permitted by Sections 102 and 145 of the DGCL, MediaOne Group's Amended
and Restated Certificate of Incorporation eliminates a director's personal
liability for monetary damages to the Registrant and its stockholders arising
from a breach or alleged breach of a director's fiduciary duty except for
liability under Section 174 of the DGCL, for liability for any breach of the
director's duty of loyalty to the Registrant or its stockholders, for act or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law or for any transaction which the director derived an improper
personal benefit.
The directors and officers of MediaOne Group are covered by insurance
policies indemnifying them against certain liabilities, including certain
liabilities arising under the Securities Act, which might be incurred by them in
such capacities and against which they cannot be indemnified by MediaOne Group.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
Exhibits identified in parentheses below are on file with the SEC, and are
incorporated herein by reference to such previous filings.
Exhibit
Number Description
(4) Form of Rights Agreement by and between MediaOne Group, Inc., a
Delaware corporation, and its Rights Agent (Exhibit No. 1 to
Form 8-A dated February 11, 1999, Exhibit No. 4 to Current
Report on Form 8-K dated February 9, 1999 and Exhibit No. 1 to
Form 8-A dated March 29, 1999).
(5) Opinion of Stephen E. Brilz, Corporate Counsel and Assistant
Secretary of MediaOne Group, Inc.
23-A Consent of Arthur Andersen LLP
(23-B) The Consent of Stephen E. Brilz, Corporate Counsel and Assistant
Secretary of MediaOne Group, Inc., is included in the opinion of
counsel filed as Exhibit 5.
(24) Power of Attorney executed by directors and officers who signed
this registration statement.
Item 9. Undertakings.
(a) Rule 415 Offerings.
MediaOne Group hereby undertakes:
(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 of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the 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 the registration
statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.
(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.
(b) Filings Incorporating Subsequent Exchange Act Documents by Reference.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
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.
(c) Form S-8 Undertakings.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the 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 Act and will be governed by the final adjudication of
such issue.
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Exchange Act of
1933, MediaOne Group, Inc. certifies that it has reasonable grounds to believe
that it meets all the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Englewood, State of Colorado, on the
29th of March 1999.
MediaOne Group, Inc.
/s/ Stephen E. Brilz
By:______________________________________
Stephen E. Brilz
Assistant Secretary
Pursuant to the requirements of the Securities Exchange Act of 1933, this
Post-Effective Amendment No. 1 to Registration Statement has been signed by the
following persons in the capacities and on the date indicated.
PRINCIPAL EXECUTIVE OFFICER:
Charles M. Lillis* Chairman of the Board, President and
Chief Executive Officer
PRINCIPAL FINANCIAL 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*
Jack Slevin*
Daniel W. Yohannes*
/s/ Stephen E. Brilz
*By ______________________________
Stephen E. Brilz
Attorney-in-Fact
Dated: March 29, 1999
EXHIBIT INDEX
Exhibit
Number Description
(4) Form of Amended and Restated Rights Agreement between MediaOne
Group, Inc., a Delaware corporation, and its Rights Agent
(Exhibit No. 1 to Form 8-A dated February 11, 1999, Exhibit
No. 4 to Current Report on Form 8-K dated February 9, 1999 and
Exhibit No. 1 to Form 8-A dated March 29, 1999).
(5) Opinion of Stephen E. Brilz, Corporate Counsel and Assistant
Secretary of MediaOne Group, Inc.
23-A Consent of Arthur Andersen LLP.
(23-B) Consent of Stephen E. Brilz, Corporate Counsel and Assistant
Secretary of MediaOne Group, Inc., is included in the opinion of
counsel filed as Exhibit 5.
(24) Power of Attorney executed by directors and officers who signed
this registration statement.
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our reports
dated June 12, 1998 on the consolidated financial statements and the
Supplementary Selected Proportionate Results of Operations and the consolidated
financial statement schedule of MediaOne Group, Inc., our reports dated February
12, 1998 (except with respect to the matter discussed in Note 21 as to which the
date is April 6, 1998) on the consolidated financial statements and the
Supplementary Selected Proportionate Results of Operations and the consolidated
financial statement schedule of U S WEST, Inc., and our reports dated February
12, 1998, on the combined financial statements and financial statement schedule
of New U S WEST, all as of December 31, 1997 and 1996 and for the years then
ended, all incorporated by reference in this registration statement on Form S-8
of MediaOne Group, Inc. (the "Registration Statement"), and to all references to
our Firm included in this Registration Statement.
/s/ Arthur Andersen LLP
Denver, Colorado
March 29, 1999
