April 5, 2000 James Cicconi, Esq. General Counsel/Executive Vice President for Law and Government Affairs AT&T Corp. Suite 1000 1120 20th Street Washington, D.C. 20036 Susan Eid Vice President, Federal Relations MediaOne Group, Inc. Suite 610 1919 Pennsylvania Avenue, N.W. Washington, D.C. 20006 Re. Applications for Transfer of Control to AT&T Corp. of Licenses and Authorizations Held by MediaOne Group, Inc., CS Docket No. 99-251 Dear Jim and Susan: The Cable Services Bureau staff is awaiting production of two documents that were requested from AT&T and MediaOne pursuant to our review of the AT&T- MediaOne merger. The first document, which we requested on March 15, 2000, is a letter explaining Articles XI and XIII of the Time Warner Entertainment, LP ("TWE") Agreement of Limited Partnership (As Amended through September 14, 1993). At the time this information was requested, AT&T and MediaOne representatives agreed, without objection, to produce this explanation expeditiously. The second requested document is a revised subscriber certification letter stating the number of subscribers that will be attributable to AT&T if its merger with MediaOne is consummated. The certification is required by Section 76.503(g) of the Commission's rules (47 C.F.R.  76.503(g)). In response to our request, AT&T first provided a subscriber certification on March 17, 2000. On the same day, staff requested that AT&T supplement this letter to provide more accurate information on the number of TWE cable James Cicconi, Esq. Susan Eid April 5, 2000 Page 2 subscribers and to include Time Warner, Inc. ("TWI") cable subscribers in the TWE figures (because TWI cable systems are managed by TWE and therefore are attributable to TWE under the Commission's rules). Again, AT&T representatives agreed to provide the revised figures. At that time, your representatives stated that AT&T intended to note in the letter its argument against attribution of the TWE (including TWI) cable subscribers to AT&T post-merger. We recognized your right and desire to preserve your legal arguments with respect to whether TWE is attributable, and we informed your representatives that we found your suggestion acceptable. Recently, Betsy Brady, AT&T's Vice President of Federal Government Affairs, informed us of your intent not to produce the information you previously agreed to provide until a decision or recommendation had been made about your waiver request. We do not understand the underlying rationale for your refusal to provide without delay the requested information with respect to the TWE Limited Partnership Agreement and subscriber certification. I am writing to request that you reconsider your decision not to provide the requested information at this time. This information would be beneficial to our review of your waiver request as well as our review of the entire merger. We look forward to receiving the requested information or a written explanation as to why you will not make the requested information available at this time. In the interim, please be assured that we will continue our review of the merger as well as your request for a waiver. Please feel free to call if you have any questions. Sincerely, Deborah A. Lathen Chief, Cable Services Bureau cc: To-Quyen Truong Betsy Brady