-----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, L2f7R6AHMTZXYaIPSQQVQAVfO+67V7kkZD7kg9okGG+YqmZXkO7eukOQkrmiPWVo HFftLnbEOS9yVsDZSs4nHg== 0000732718-98-000053.txt : 19981123 0000732718-98-000053.hdr.sgml : 19981123 ACCESSION NUMBER: 0000732718-98-000053 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 19981120 EFFECTIVENESS DATE: 19981120 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MEDIAONE 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 SEC ACT: SEC FILE NUMBER: 333-67679 FILM NUMBER: 98756371 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 DR WEST CITY: ENGLEWOOD STATE: CO ZIP: 80112 FORMER COMPANY: FORMER CONFORMED NAME: MEDIA ONE GROUP INC DATE OF NAME CHANGE: 19980616 FORMER COMPANY: FORMER CONFORMED NAME: US WEST INC DATE OF NAME CHANGE: 19920703 S-8 1 MEDIAONE GROUP, INC. 1998 SUPPLEMENTAL STOCK PLAN UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MediaOne Group, Inc. ct 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. 1998 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) CALCULATION OF REGISTRATION FEE
Title of each class of Amount to Proposed maximum Proposed maximum Amount of securities to be registered be offering price per aggregate offering registration registered share (1) price (1) fee (1) MediaOne Group, Inc. Common 10,000,000 $37.625 $376,250,000 $104,598 Stock, $.01 par value (2)
(1) The registration fee for all securities registered hereby, $104,598, has been calculated as follows: 0.000278 multiplied by $376,250,000, the aggregate offering price for 10,000,000 shares of Common Stock of MediaOne Group, Inc., at a price per share of $37.625 (the average of the high and low prices reported in the consolidated reporting system of the New York Stock Exchange on November 16, 1998). (2) Includes Stock Purchase Rights which, prior to the occurrence of certain events, will not be exercisable separately from the Stock. 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 and November 4, 1998; (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 an Amended and Restated Rights Agreement between the Company and State Street Bank and Trust Company, as Rights Agent, are set forth in "Chapter 8: Capital Stock" of the Company's Proxy Statement on Schedule 14A filed with the Commission on April 20, 1998. All documents filed by MediaOne Group pursuant to Sections 3(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 (4) Form of Amended and Restated Rights Agreement between U S WEST, Inc. (now MediaOne Group, Inc.), a Delaware corporation, and State Street Bank and Trust Company, as Rights Agent (Exhibit 4 to 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 Arthur Andersen LLP 23-B Consent of PricewaterhouseCoopers 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 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 no 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 20th of November 1998. 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 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: November 20, 1998 EXHIBIT INDEX
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 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 Arthur Andersen LLP. 23-B Consent of PricewaterhouseCoopers LLP 23-C 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.
EX-5 2 OPINION
Stephen E. Brilz 5613 DTC Parkway Fax: 303-858-3482 Corporate Counsel and Suite 700 Assistant Secretary Englewood, CO 80111 Phone: 303-858-3511
November 20, 1998 MediaOne Group, Inc. 188 Inverness Drive West Englewood, Colorado 80111 Ladies and Gentlemen: I refer to the registration statement on Form S-8 (the "Registration Statement") under the Securities Act of 1933, as amended, to be filed by MediaOne Group, Inc., a Delaware corporation (the "Company"), with the Securities and Exchange Commission (the "Commission") on November 20, 1998. The Registration Statement covers 10,000,000 shares of MediaOne Group, Inc. common stock, $.01 par value per share (the "Shares"), which may be issued from time to time in connection with the 1998 Supplemental Stock Plan (the "Plan"). I have made such legal and factual examinations and inquiries as I deemed advisable for the purpose of rendering this opinion. I am familiar with the proceedings taken and proposed to be taken in connection with the authorization, issuance and sale of the Shares. Based upon my examination and inquiries, it is my opinion that the Shares, upon issuance thereof in accordance with the terms of the Plan, will be validly issued, fully paid, and non-assessable. I hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, /s/ STEPHEN E. BRILZ Stephen E. Brilz EX-23 3 EX-23A: CONSENT OF 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-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 November 20, 1998 EX-23 4 EX-23B: CONSENT OF PRICEWATERHOUSECOOPERS LLP 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., "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 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 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. /s/ PricewaterhouseCoopers LLP November 20, 1998 Denver, Colorado EX-24 5 POWER OF ATTORNEY: BOARD OF DIRECTORS POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS: WHEREAS, MediaOne Group, Inc., a Delaware corporation (hereinafter referred to as the "Company"), proposes to file with the Securities and Exchange Commission (the "Commission"), under the provisions of the Securities Act of 1933, as amended, a Registration Statement on Form S-8 for the issuance of up to 10,000,000 shares of the Company's Common Stock, par value $0.01, and associated rights to purchase Series A Preferred Stock (together, the "Common Stock"), in connection with a broad-based compensation plan for Company employees; 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 Registration Statement, 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 2nd day of October, 1998.
/s/ Kathleen A. Cote /s/ Robert L. Crandall Kathleen A. Cote Robert L. Crandall /s/ Grant A. Dove /s/ Allan D. Gilmour Grant A. Dove Allan D. Gilmour /s/ Pierson M. Grieve /s/ Charles M. Lillis Pierson M. Grieve Charles M. Lillis /s/ Charles P. Russ, III /s/ Louis A. Simpson Charles P. Russ, III Louis A. Simpson /s/ Jack Slevin /s/ Daniel W. Yohannes Jack Slevin Daniel W. Yohannes
EX-24 6 POWER OF ATTORNEY: CHARLES M. LILLIS POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS: WHEREAS, MediaOne Group, Inc., a Delaware corporation (hereinafter referred to as the "Company"), proposes to file with the Securities and Exchange Commission (the "Commission"), under the provisions of the Securities Act of 1933, as amended, a Registration Statement on Form S-8 for the issuance of up to 10,000,000 shares of the Company's Common Stock, par value $0.01, and associated rights to purchase Series A Preferred Stock (together, the "Common Stock"), in connection with a broad-based compensation plan for the Company employees; and WHEREAS, the undersigned is Chairman of the Board, President and Chief Executive Officer of the Company; NOW, THEREFORE, each of the undersigned constitutes and appoints STEPHEN E. BRILZ as attorney for him and in his name, place, and stead, and in his capacity as an executive officer of the Company, to execute and file such Registration Statement 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, the undersigned has executed this Power of Attorney this 20th day of November, 1998. /S/ Charles M. Lillis Charles M. Lillis Chairman of the Board, President and Chief Executive Officer EX-24 7 POWER OF ATTORNEY: RICHARD A. POST POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS: WHEREAS, MediaOne Group, Inc., a Delaware corporation (hereinafter referred to as the "Company"), proposes to file with the Securities and Exchange Commission (the "Commission"), under the provisions of the Securitiesn Act of 1933, as amended, a Registration Statement on Form S-8 for the issuance of up to 10,000,000 shares of the Company's Common Stock, par value $0.01, and associated rights to purchase Series A Preferred Stock (together, the "Common Stock"), in connection with a broad-based compensation plan for the Company employees; and WHEREAS, the undersigned is Executive Vice President and Chief Financial Officer of the Company; NOW, THEREFORE, each of the undersigned constitutes and appoints STEPHEN E. BRILZ as attorney for him and in his name, place, and stead, and in his capacity as an executive officer of the Company, to execute and file such Registration Statement 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, the undersigned has executed this Power of Attorney this 20th day of November, 1998. /S/ Richard A. Post Richard A. Post Executive Vice President and Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----