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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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)
DELAWARE 84-0926774
(State of Incorporation or Organization) (I.R.S. Employer Identification No.)
188 INVERNESS DRIVE WEST
ENGLEWOOD, COLORADO 80112
(Address of Principal Executive Offices)
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),
please 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 is
effective pursuant to General Instruction A.(d), please
check the following box. / /
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<S> <C>
Securities Act registration statement file number to which this form relates: 333-88713
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(if applicable)
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Securities to be registered pursuant to Section 12(b)of the Act:
Title of Each Class Name of Each Exchange on Which
To Be Registered Each Class Is To Be Registered
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Premium Income Exchangeable New York Stock Exchange, Inc.
Securities of MediaOne Group, Inc.
Securities to be registered pursuant to Section 12(g) of the Act: None
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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 October 20, 1999, which forms part of the
Registration Statement on Form S-3 (File No. 333-88713), 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 October 20, 1999
(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 October 25, 1999 under Rule 424(b)(2). The information
contained in the Prospectus Supplement, the Prospectus and the Registration
Statement are incorporated herein by reference.
ITEM 2. EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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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 Fourth Supplemental Indenture between MediaOne
Group, Inc. and Bank One Trust Company, NA, as Trustee
(incorporated herein by reference to Exhibit 4-A to
MediaOne Group's Current Report on Form 8-K, dated October
27, 1999, 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
October 27, 1999, File No. 1-8611).
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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.
Date: October 27, 1999 MEDIAONE GROUP, INC.
By: /s/ Stephen E. Brilz
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Name: Stephen E. Brilz
Title: Assistant Secretary
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