II. Summary

We grant joint Applicants AT&T Corp. (AT&T), Meteor Acquisition Inc. (Meteor), and MediaOne Group, Inc. (MediaOne Group) authority to transfer control of MediaOne Telecommunications of California, Inc. (MediaOne Telecom) from MediaOne Group to AT&T. The transfer of control of MediaOne Telecom authorized by this opinion is exempt from Pub. Util. Code ¹ § 854(b) and (c) pursuant to § 853, and is in the public interest pursuant to § 854(a).

We also exempt the indirect ownership change in MediaOne TWE Holdings, Inc.'s (MediaOne TWE) minority interest in Time Warner Telecom Inc. (TWT), whose subsidiary Time Warner Telecom of California L.P. (TWT-California) provides facilities-based telecommunications services in California, from MediaOne Group to AT&T from § 852 pursuant to § 853.

The change of control of MediaOne Telecom and change of indirect ownership of MediaOne TWE's minority interest in TWT from MediaOne Group to AT&T are being made pursuant to the terms and conditions of the May 6, 1999 Agreement and Plan of Merger (Agreement), Exhibit H to the application.