Ms. Deborah Lathen December 15, 2000 Page 1

Ms. Deborah Lathen
December 15, 2000
Page 1

December 15, 2000

Ms. Deborah Lathen

Chief

Cable Services Bureau

Federal Communications Commission

445 12th Street, S.W.

Washington, D.C. 20554

Re:ExParte Filing: In the Matter of Applications for Consent to the Transfer of Control of Licenses and Section 214 Authorizations from MediaOne Group, Inc. to AT&T Corp., CS Docket No. 99-251

Dear Ms. Lathen:

Pursuant to Paragraph 71 and Appendix B, Section 18(f)(1), of the Commission’s Order in the above-captioned proceeding,[1] AT&T Corp. (“AT&T”) hereby files this letter regarding its compliance with the requirements set out in Paragraph 71 of the Order.

AT&T intends to comply with the Commission’s Order by spinning off Liberty Media Group and making non-attributable its interests in other entities from which Time Warner Entertainment, L.P. (“TWE”) purchases video programming, by May 19, 2001. AT&T thus intends to insulate its interest in TWE pursuant to the insulated limited partner exception and the officers/directors attribution waiver provision of the Commission’s cable ownership attribution rules. AT&T has already announced plans to spin off Liberty Media Group.[2] It will also take steps to ensure that Rainbow Media Sports Holdings, Inc., iN DEMAND, and the MediaOne-affiliated video programmers

that are carried on TWE cable systems[3] are no longer attributable to AT&T under the Commission’s rules.[4] In addition, AT&T will make the necessary certification to the Commission that, as a limited partner in TWE, AT&T is not materially involved, directly or indirectly, in the management or operation of the video programming-related activities of the TWE partnership,[5] as well as the necessary showing regarding the recusal and insulation of AT&T’s representatives on the TWE Board.[6]

If, however, AT&T is unable for any reason to achieve insulation of its TWE interest by May 19, 2001 as described above, AT&T hereby certifies that it will, by such date, either divest its ownership interest in TWE or place this interest in an irrevocable trust for purposes of sale. In the event that it may be necessary to place the TWE interest in such a trust, AT&T shall submit, on or before March 20, 2001, a proposed irrevocable trust arrangement for the Commission’s review pursuant to paragraph 71 of the Order.

Please feel free to contact me to discuss any questions you may have about this election letter.

Sincerely,

James W. Cicconi

AT&T General Counsel

[1]In the Matter of Applications for Consent to the Transfer of Control of Licenses and Section 214 Authorizations from MediaOne Group, Inc., Transferor, To AT&T Corp., Transferee, Mem. Opin. & Order, 15 FCC Rcd. 9816 (2000) (“AT&T/MediaOne Merger Order” or “Order”).

[2]See AT&T Announces Plans To Spin Off Liberty Media: Liberty Media To Become An Independent Company, AT&T News Release, Nov. 15, 2000 (noting that the spin-off is subject to a favorable tax ruling and that AT&T intends to seek rulings from the Internal Revenue Service that the Liberty Media spin-off is tax-free to AT&T, Liberty Media, and their shareowners).

[3]The relevant MediaOne video programming interests are E! (including Style), Food Network-TVFN, Fox Sports New England, iN DEMAND (previously Viewer’s Choice), Music Choice, New England Cable News, Outdoor Life, Speedvision, and Sunshine Network.

[4]See 47 C.F.R. § 76.503, Note 2 (establishing attribution rules for purposes of cable horizontal ownership limit).

[5]See In the Matter of Implementation of the Cable Television Consumer Protection and Competition Act of 1992, Rept. & Order, 14 FCC Rcd. 19014, at ¶ 64 (1999) (“Cable Attribution Order”) (establishing insulation rules for limited partnership interests); 47 C.F.R. § 76.503, Note 2(b) (same).

[6]See Cable Attribution Order at ¶ 68 (establishing insulation rules for officers and directors); 47 C.F.R. § 76.503, Note 2(c) (same).