# **FEDERAL COMMUNICATIONS COMMISSION**

## Washington, DC 20554

# 

# 

# August 9, 1999

Ms. Joan Marsh

Director, Federal Government Affairs

AT&T Corp.

Suite 1000

1120 20^th^ Street, NW

Washington, DC 20036

Ms. Susan Eid

Vice President, Federal Relations

MediaOne Group, Inc.

Suite 610

1919 Pennsylvania Ave., NW

Washington, DC 20006

Re: Application for Consent to the Transfer of Control of Licenses from
MediaOne Group, Inc. to AT&T Corp. (CS 99-251)

[Requests for Information and Documentary Materials]{.underline}

Dear Ms. Marsh and Ms. Eid:

During recent presentations to Commission staff by AT&T Corp. and
MediaOne Group, Inc. regarding their proposed merger, the Cable Services
Bureau staff requested supplemental information regarding the merger. We
have summarized those requests below. These document and information
requests are intended to assist in our consideration of your application
for Commission approval of the proposed transfer of control to AT&T of
licenses and authorizations controlled or requested by MediaOne or its
affiliates or subsidiaries. These requests extend to AT&T, MediaOne and
each firm's respective affiliates or subsidiaries, and cover all forms
of documentation, including all electronic versions and any copies with
notations or interlineations. Please respond to the following document
and information requests pertaining to the proposed merger.

[AT&T]{.underline}

As requested during the July 28, 1999, presentation by AT&T and
MediaOne, please provide the following:

a)  AT&T Corp.- Liberty Media Corporation Intergroup Agreement.

b)  AT&T Corp.-Liberty Media Corporation Intercompany Agreement.

c)  "Corporate tree" charts showing Liberty Media Corporation's
    (Liberty) organizational structure, subsidiaries and affiliates, and
    direct and indirect ownership interests (e.g., indirect interests in
    News Corp.'s programming interests). These charts should reflect all
    ownership interests that Liberty will obtain through mergers or
    acquisitions that have been announced but not consummated (e.g.,
    Liberty's acquisition of indirect interests in Teligent). These
    charts or accompanying narrative descriptions should specify the
    rights of Liberty or its affiliates to appoint any officers or
    directors or otherwise influence or participate in the operation of
    entities in which it has a direct or indirect ownership interest.

d)  A chart showing AT&T's organizational structure.

e)  All contracts and agreements between AT&T and Microsoft relating to
    Microsoft's investments in AT&T and AT&T's purchase agreements with
    Microsoft.

f)  A list of all AT&T properties that have service areas overlapping
    with MediaOne's properties, including all wireless, cable, local
    exchange, or other systems providing communications services. This
    list should include all ownership interests that AT&T, MediaOne or
    their respective affiliates will obtain through mergers or
    acquisitions that have been announced but not consummated (e.g.,
    Liberty's acquisition of indirect interests in Teligent).

g)  A description of AT&T's direct and indirect ownership interests in
    Excite@Home, the \@Home Corporation, and AT&T's Worldnet service,
    and the ownership structure of these entities. This description
    should specify the rights of AT&T or its affiliates to appoint any
    officers or directors or otherwise influence or participate in the
    operation of these entities.

h)  All contracts and agreements between AT&T (including both its cable
    systems and its non-cable affiliates and subsidiaries such as
    Worldnet) and Excite@Home or the \@Home Corporation relating to
    broadband or Internet services.

i)  All contracts and agreements between Excite@Home or the \@Home
    Corporation and cable systems unaffiliated with AT&T relating to
    broadband or Internet services.

j)  All contracts and agreements between AT&T (including both its cable
    systems and its non-cable affiliates and subsidiaries such as
    Worldnet) and RoadRunner relating to broadband or Internet services.

As requested during the August 3, 1999, presentation by AT&T, please
provide the following:

a)  All contracts and documents relating to AT&T's agreements,
    negotiations, and strategies for negotiation with content and
    service providers for the provision of content and services over
    advanced digital set top boxes deployed by AT&T and its affiliates.

b)  All contracts and documents relating to AT&T's agreements,
    negotiations, and strategies for negotiation with equipment
    manufacturers for the provision of advanced digital set top boxes.

c)  A detailed description of AT&T's plans for deployment of advanced
    digital cable set top boxes over its owned and controlled and
    affiliated cable systems. This description should specify the
    services, content and content providers that AT&T plans to provide
    over its advanced digital set top boxes, and the projected
    time-table for such roll-out. Produce all documents generated since
    January 1, 1999, relating to AT&T's plans, strategies, and
    projections for the provision of services using advanced digital set
    top boxes.

d)  A detailed discussion of whether subscribers to AT&T's and its
    affiliates' advanced digital cable set top box services will be
    limited to the content and content-providers that AT&T or its
    affiliates choose to provide over their set top boxes. If
    subscribers' choice would be thus limited, explain in detail whether
    it is technically feasible to modify cable set top boxes to allow
    subscribers to access content and content-providers other than those
    chosen by AT&T or its affiliates. Produce all documents on which
    AT&T relies to support the forgoing assertions.

e)  A description of AT&T's plans for providing e-mail services to
    subscribers of AT&T's advanced digital set top box services,
    including identifying the entities that will provide the e-mail
    services and related Internet backbone services and their
    relationship to AT&T.

[MediaOne]{.underline}

As requested during the July 28, 1999, presentation by AT&T and
MediaOne, please provide the following:

a)  The Time Warner Entertainment partnership agreements.

b)  A description of MediaOne's direct and indirect ownership interests
    in RoadRunner and the ownership structure of RoadRunner. This
    description should specify the rights of MediaOne or its affiliates
    to appoint any officers or directors or otherwise influence or
    participate in the operation of RoadRunner.

c)  All contracts and agreements between MediaOne or its affiliates and
    RoadRunner relating to broadband or Internet services.

d)  All contracts and agreements between RoadRunner and cable systems
    unaffiliated with MediaOne relating to broadband or Internet
    services.

As requested during the August 4, 1999, presentation by MediaOne, please
provide the following:

a)  A detailed description of MediaOne's plans and the status of its
    upgrade of its cable systems and development of its infrastructure
    for the provision of telephony and broadband services. This
    description should include MediaOne's timetable for upgrade to
    "one-pass" network architecture to provide the full bundle of video,
    telephony, and high-speed data services, and for the development of
    supporting financial systems, call center consolidation, etc. This
    description also should specify the impediments to MediaOne's
    deployment plans (e.g., telephone number shortages or problems in
    interconnection with the incumbent local exchange carrier).

b)  A detailed description of MediaOne's plans and the status of its
    implementation of its marketing strategy for the provision of
    telephony and broadband services. This description should include
    MediaOne's timetable for promoting its new brand name and broadband
    services, establishing its new marketing database, etc.

Any documentary material requested that contains material deemed
proprietary or confidential should be filed with the Commission pursuant
to the Protective Order adopted in this proceeding on August 6, 1999.
Please note that the process for filing documents containing proprietary
or confidential documents will be as follows:

A party filing a confidential document must deliver in person two copies
of the confidential document to To-Quyen Truong and Sunil Daluvoy at 445
Twelfth Street, SW, Room 4-A-737. In addition, the party must file with
the Secretary's Office one copy of the entire confidential document and
two copies of the confidential document in redacted form, each with an
accompanying cover letter. The confidential document and accompanying
cover letter should be stamped "Confidential -- Not for Public
Inspection." The two copies of the redacted document and their
accompanying cover letter should be stamped "Redacted -- For Public
Inspection."[^1] The cover letters accompanying both sets of documents
should state that the party is filing a confidential document and its
redacted version. Other than having different stamps (i.e.,
"Confidential -- Not for Public Inspection" or "Redacted -- For Public
Inspection."), the cover letter should be the same for the confidential
and redacted copies. The documents to be filed with the Secretary's
Office should be delivered in person at 445 Twelfth Street, SW, Room
TW-B204 to: (i) Magalie Roman Salas, Secretary; or in her absence, (ii)
William F. Caton, Deputy Secretary.

As agreed during our meetings, in order to expedite the Commission's
review of the proposed merger, AT&T and MediaOne should file these
documents as they are identified, rather than waiting for all to be
prepared for submission. Also as we agreed, Bell Atlantic and MediaOne
should provide all requested information and documents within three
weeks of the meeting at which we made our original requests. If you have
any questions regarding these requests, please do not hesitate to
contact me.

> Sincerely,
>
> To-Quyen Truong
>
> Associate Chief, Cable Services Bureau

[^1]: Where the content of the confidential document is redacted in
    whole, the title of the confidential document may be submitted in
    place of the actual redacted document.