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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): JUNE 24, 1998
MEDIAONE GROUP, INC.
(Exact name of registrant as specified in its charter)
A DELAWARE CORPORATION COMMISSION FILE NUMBER IRS EMPLOYER IDENTIFICATION NO.
(STATE OF INCORPORATION) 1-8611 84-0926774
188 INVERNESS DRIVE WEST
ENGLEWOOD, COLORADO 80112
(Address of principal executive offices)
(303) 858-3000
(Registrant's telephone number, including area code)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On June 12, 1998, MediaOne Group, Inc. (formerly U S WEST, Inc. and herein
"MediaOne Group") separated into two independent companies (the "Separation"),
all in accordance with the terms of the Separation Agreement dated as June 5,
1998 (the "Separation Agreement"), between MediaOne Group and USW-C, Inc. (which
was renamed "U S WEST, Inc." and is referred to herein as "New U S WEST"). Until
the Separation, MediaOne Group conducted its businesses through two groups, the
U S WEST Communications Group (the "Communications Group") and the U S WEST
Media Group (the "Media Group"). MediaOne Group had two classes of common stock
outstanding prior to the Separation: U S WEST Communications Group Common Stock
(the "Communications Stock"), which was intended to reflect separately the
performance of the Communications Group, and U S WEST Media Group Common Stock
(the "Media Stock"), which was intended to reflect separately the performance of
the Media Group.
Pursuant to the Separation Agreement, MediaOne Group (i) contributed the
businesses of the Communications Group and the domestic directories business of
the Media Group ("Dex") to New U S WEST and (ii) redeemed each outstanding share
of Communications Stock (and related preferred stock purchase rights) for one
share of common stock of New U S WEST and distributed $850 million in value of
New U S WEST common stock (the "Dex Dividend") to holders of Media Stock in
connection with the alignment of Dex with New U S WEST. The number of shares of
New U S WEST common stock distributed per share of Media Stock pursuant to the
Dex Dividend was 0.02731, which was calculated in accordance with Section 4.3(b)
of the Separation Agreement. The conformed execution copy of the Separation
Agreement, the Employee Matters Agreement, and the Tax Sharing Agreement are
filed as Exhibits to this Current Report on Form 8-K.
ITEM 5. OTHER EVENTS
DESCRIPTION OF MEDIAONE GROUP
MediaOne Group is a diversified global media and broadband communications
company. MediaOne Group has operations and investments in two principal areas:
(i) domestic broadband communications and (ii) international broadband and
wireless communications. MediaOne Group is the third largest cable television
system operator in the United States with large clusters in Atlanta, Georgia,
Eastern Massachusetts, Southern California, Southern Florida, Detroit, Michigan
and Minneapolis/St. Paul, Minnesota. As of March 31, 1998, MediaOne Group's
domestic cable television systems passed approximately 8.4 million homes and
provided services to approximately 4.9 million basic cable subscribers. MediaOne
Group also owns a 25.51% priority capital and residual interest in Time Warner
Entertainment Company, L.P., a provider of cable programming, filmed
entertainment and broadband communications services and the second largest cable
television system operator in the United States. Outside of the United States,
MediaOne Group owns interests in various providers of broadband and wireless
communications services in markets in continental Europe, the United Kingdom and
Asia, including a 26.8% interest in Telewest communications plc, the second
largest provide of combined cable and telecommunications services in the United
Kingdom, and a 50% interest in One 2 One, a provider of personal communications
services in the United Kingdom.
CAPITAL STOCK OF MEDIAONE GROUP
As part of the Separation, the Media Stock and related preferred stock
purchase rights were recharacterized as common stock of MediaOne Group and
related preferred stock purchased rights. The terms of the capital stock of
MediaOne Group are more fully described in "Chapter 8: Capital Stock-- MediaOne
Capital Stock" and "--Comparison of Rights of Stockholders" in the definitive
Proxy Statement contained in the Registration Statement on Form S-4 filed by New
U S WEST with the Securities and Exchange Commission and declared effective by
the Commission on April 10, 1998 (the "Proxy Statement").
In connection with the Separation, MediaOne Group further amended its
Amended and Restated Rights Agreement with State Street Bank and Trust Company,
as rights agent, as described more fully in the Proxy Statement.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
EXHIBIT DESCRIPTION
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Exhibit 3(ii ) Bylaws of MediaOne Group, Inc., effective as of June 12, 1998
Exhibit 4 Form of Amended and Restated Rights Agreement between MediaOne Group, Inc. and State Street
Bank and Trust Company, as Rights Agent.
Exhibit 99.1 Separation Agreement between U S WEST, Inc. (renamed "MediaOne Group, Inc.") and USW-C, Inc.
(renamed "U S WEST, Inc."), dated as of June 5, 1998.
Exhibit 99.2 Employee Matters Agreement between U S WEST, Inc. (renamed "MediaOne Group, Inc.") and USW-C,
Inc. (renamed "U S WEST, Inc."), dated as of June 5, 1998.
Exhibit 99.3 Tax Sharing Agreement between U S WEST, Inc. (renamed "MediaOne Group, Inc.") and USW-C, Inc.
(renamed "U S WEST, Inc."), dated as of June 5, 1998.
SIGNATURE
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 hereunto duly authorized.
U S WEST, INC.
By: /s/ STEPHEN E. BRILZ
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Stephen E. Brilz
ASSISTANT SECRETARY
Dated: June 24, 1998