==============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
-----------------------------------
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
-------------------------------------
Date of Report (Date of Earliest Event Reported): May 6, 1999
-------------------------------------
MEDIAONE GROUP, INC.
(Exact Name of Registrat as Specified in its Charter)
DELAWARE
(State or Other Jurisdiction of Incorporation)
1-8611 84-0926774
(Commission File Number) (I.R.S. Employer Identification No.)
- - -----------------------------------------------------------------------------
188 INVERNESS DRIVE WEST
ENGLEWOOD, COLORADO 80112
(Address of Principal Executive Offices) (Zip Code)
(303) 858-3000
(Registrant's Telephone Number, Including Area Code)
- - -----------------------------------------------------------------------------
N/A
(Former Name or Former Address, if Changed Since Last Report)
=============================================================================
Item 5 Other Events.
On May 6, 1999, MediaOne Group, Inc. ("MediaOne") and AT&T Corp. ("AT&T")
entered into an Agreement and Plan of Merger (the "Merger Agreement"), pursuant
to which MediaOne will be merged with and into a wholly owned subsidiary of AT&T
(the "Merger"). Upon consummation of the Merger, the separate corporate
existence of MediaOne will cease, and the existing stockholders of MediaOne will
receive cash and/or stock of AT&T in accordance with the terms of the Merger
Agreement.
The consummation of the Merger is subject to certain conditions, including
approval by the stockholders of MediaOne.
Item 7. Exhibits
Exhibit No. Exhibit
- - ----------- -------
2 Agreement and Plan of Merger, dated as of May 6, 1999,
by and among AT&T Corp., Meteor Acquisition Inc. and
MediaOne Group, Inc.
99 Press Release dated May 6, 1999
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
MEDIAONE GROUP, INC.
By: /s/ Stephen E. Brilz
----------------------
Name: Stephen E. Brilz
Title: Assistant Secretary
Date: May 6, 1999
EXHIBIT INDEX
Exhibit No. Exhibit
- - ----------- --------
2 Agreement and Plan of Merger, dated as of May 6, 1999,
by and among AT&T Corp., Meteor Acquisition Inc. and
MediaOne Group, Inc.
99 Press Release dated May 6, 1999