-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SrZVnEnxD71nHcYwrGbcGmgh1T55CaPFDnM2Ub0NXlQGqjoNIjAh/EWN/flzjA48 md0jwKP0AgHDzgd/Qa0wgg== 0000732718-98-000040.txt : 19980824 0000732718-98-000040.hdr.sgml : 19980824 ACCESSION NUMBER: 0000732718-98-000040 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19980821 EFFECTIVENESS DATE: 19980821 SROS: NYSE SROS: PCX FILER: COMPANY DATA: COMPANY CONFORMED NAME: MEDIA ONE GROUP INC CENTRAL INDEX KEY: 0000732718 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 840926774 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: SEC FILE NUMBER: 333-24285 FILM NUMBER: 98695968 BUSINESS ADDRESS: STREET 1: 188 INVERNESS DR WEST STREET 2: STE 480 CITY: ENGLEWOOD STATE: CO ZIP: 80112 BUSINESS PHONE: 3038583000 MAIL ADDRESS: STREET 1: 188 INVERNESS DRIVE WEST STREET 2: SUITE 480 CITY: ENGLEWOOD STATE: CO ZIP: 80112 FORMER COMPANY: FORMER CONFORMED NAME: US WEST INC DATE OF NAME CHANGE: 19920703 S-8 POS 1 POST EFFECTIVE FORM S-8 Registration No. 333-24285 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO 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, INC. 1997 BROAD-BASED STOCK OPTION 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 with the Securities and Exchange Commission (the "Commission") by MediaOne Group, Inc., a Delaware corporation ("MediaOne Group" or the "Company"), formerly U S WEST, Inc. ("Old U S WEST") (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) 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, April 24, 1998, May 15, 1998, June 18, 1998, June 24, 1998, July 30, 1998 and July 31, 1998; (3) Proxy Statement on Schedule 14A filed with the Commission on April 20, 1998; (4) Quarterly Report on Form 10-Q for the quarter ended March 31, 1998; and (5) Quarterly Report on Form 10-Q for the quarter ended June 30, 1998. All reports filed on or prior to June 12, 1998 were filed by Old U S WEST. 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 indemnification under certain circumstances for liabilities (including reimbursement 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 (3-A) Amended and Restated Certificate of Incorporation of MediaOne Group, Inc., a Delaware corporation (Annex A-2 to the Proxy Statement of MediaOne Group, Inc. on Schedule 14A, filed April 20, 1998). (3-B) Bylaws of MediaOne Group, Inc., a Delaware corporation (Exhibit 3(ii) to the Company's Current Report on Form 8-K filed on June 24, 1998). Exhibit Number Description (4) Form of Amended and Restated Rights Agreement between MediaOne Group, Inc., a Delaware corporation, and State Street Bank and Trust Company, as Rights Agent (Exhibit 4 to the Company's Current Report on Form 8-K dated June 24, 1998). (5) Opinion of Stephen E. Brilz, Corporate Counsel and Assistant Secretary of MediaOne Group, Inc. 23-A Consent of PricewaterhouseCoopers LLP 23-B Consent of Arthur Andersen LLP 23-C 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 Powers of Attorney executed by directors and officers who signed this registration statement.
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 Amended Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Englewood, State of Colorado, on the 21st day of August, 1998. MEDIAONE GROUP, INC. By: /S/ STEPHEN E. BRILZ ------------------------ Assistant Secretary Pursuant to the requirements of the Securities Exchange Act of 1933, this 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 and Chief Executive Officer PRINCIPAL FINANCIAL OFFICER: Richard A. Post* Executive Vice President and Chief Financial Officer
DIRECTORS: Kathleen A. Cote* Charles M. Lillis* Robert L. Crandall* Charles P. Russ III* Grant A. Dove* Louis A. Simpson* Allan D. Gilmour* Jack Slevin* Pierson M. Grieve* Daniel W. Yohannes*
*By: /S/ STEPHEN E. BRILZ ----------------------------------------------- Stephen E. Brilz Attorney-in-Fact Dated: August 21, 1998 EXHIBIT INDEX
Exhibit Number Description (3-A) Amended and Restated Certificate of Incorporation of MediaOne Group, Inc., a Delaware corporation (Annex A-2 to the Proxy Statement of MediaOne Group, Inc. on Schedule 14A, filed April 20, 1998). (3-B) Bylaws of MediaOne Group, Inc., a Delaware corporation (Exhibit 3(ii) to the Company's Current Report on Form 8-K filed on June 24, 1998). (4) Form of Amended and Restated Rights Agreement between MediaOne Group, Inc., a Delaware corporation, and State Street Bank and Trust Company, as Rights Agent (Exhibit 4 to the Company's Current Report on Form 8-K dated June 24, 1998). (5) Opinion of Stephen E. Brilz, Corporate Counsel and Assistant Secretary of MediaOne Group, Inc. 23-A Consent of PricewaterhouseCoopers LLP 23-B Consent of Arthur Andersen LLP 23-C 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 Powers of Attorney executed by directors and officers who signed this registration statement.
EX-23 2 EXHIBIT 23A - CONSENT CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in this Registration Statement on Form S-8 of MediaOne Group, Inc. (formerly U S WEST, Inc., referred to herein as "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, for the year ended December 31, 1995, which reports are included in Old U S WEST's Annual Report on Form 10-K for the year ended December 31, 1997, as amended by Form 10-K/A filed on April 13, 1998. We consent to the incorporation by reference in this Registration Statement on Form S-8 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-8 of MediaOne Group, Inc., of our reports dated February 6, 1998 on our audit 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 on April 20, 1998. /s/ PricewaterhouseCoopers LLP August 21, 1998 Denver, Colorado EX-23 3 EXHIBIT 23B - CONSENT 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 August 21, 1998 2 EX-24 4 EXHIBIT 24 - POWER OF ATTORNEY POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS: WHEREAS, MediaOne Group, Inc. (formerly U S WEST, Inc.), a Delaware corporation (hereinafter referred to as the "Company"), filed with the Securities and Exchange Commission (the "Commission"), under the provisions of the Securities Act of 1933, as amended, (i) a Registration Statement on Form S-8 (Registration No. 33-63093) pertaining to the Company's 1994 Stock Plan; (ii) a Registration Statement on Form S-8 (Registration No. 33-63091) pertaining to the U S WEST Savings Plan/ESOP; (iii) a Registration Statement on Form S-8 (Registration No. 333-01931) pertaining to the U S WEST Media Group 1996 Stock Option Plan; and (iv) a Registration Statement on Form S-8 (Registration No. 333-24285) pertaining to the Company's 1997 Broad-Based Stock Option Plan; and WHEREAS, the Company proposes to file with the Commission post-effective amendments to each of the registration statements referred to above, to reflect the change of the Company's name from U S WEST, Inc. to MediaOne Group, Inc.; and WHEREAS, each of the undersigned is a Director of the Company; NOW, THEREFORE, each of the undersigned constitutes and appoints STEPHEN E. BRILZ as attorney for him or her and in his or her name, place, and stead, and in his or her capacity as a Director of the Company, to execute and file such amended Registration Statements, and thereafter to execute and file any further amendments or supplements thereto, hereby giving and granting to said attorney full power and authority to do and perform all and every act and thing whatsoever requisite and necessary to be done in and about the premises as fully, to all intents and purposes, as he or she might or could do if personally present at the doing thereof, hereby ratifying and confirming all that said attorney may or shall lawfully do, or cause to be done, by virtue hereof. IN WITNESS WHEREOF, each of the undersigned has executed this Power of Attorney this 7th day of August, 1998.
/S/ KATHLEEN A. COTE /S/ CHARLES M. LILLIS - ---------------------------- ----------------------------------- Kathleen A. Cote Charles M. Lillis /S/ ROBERT L. CRANDALL /S/ CHARLES P. RUSS III - ---------------------------- ----------------------------------- Robert L. Crandall Charles P. Russ, III /S/ GRANT A. DOVE /S/ LOUIS A. SIMPSON - ---------------------------- ----------------------------------- Grant A. Dove Louis A. Simpson /S/ ALLAN D. GILMOUR /S/ JACK SLEVIN - ---------------------------- ----------------------------------- Allan D. Gilmour Jack Slevin /S/ PIERSON M. GRIEVE /S/ DANIEL W. YOHANNES - ---------------------------- ----------------------------------- Pierson M. Grieve Daniel W. Yohannes
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