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To: C B P who wrote (72799)	5/3/1999 4:27:00 AM
From: Tri Bui	Read Replies (1) \| Respond to of 119973

MediaOne accepts $54 bln AT&T offer-WSJ NEW YORK, May 3 (Reuters) - MediaOne Group (UMG - news) over the weekend accepted AT&T's (T - news) offer to buy the cable-TV company giving Comcast Corp. (CMCSA - news) until Thursday to reply with a counteroffer, the Wall Street Journal reported Monday. The Journal said people familiar with the negotiations had disclosed that MediaOne's board on Saturday formally accepted AT&T's offer, deciding it was a better deal than the $48 billion in non-voting stock originally offered by Comcast, the newspaper said. Quoting people familiar with the deal it said MediaOne's board, which held a special meeting in Dallas, notified Comcast Saturday afternoon of its decision and subsequently called off its merger agreement with Comcast. The move set the clock ticking for ComCast, which now has until Thursday night to make a counteroffer, the newspaper said. MediaOne and Comcast declined to comment, the Journal reported. The newspaper quoted a person familiar with Comcast's strategy who said the Philadelphia-based Comcast was ''very encouraged'' that it could come back with a winning counterbid. Since AT&T made its surprise offer to buy MediaOne two weeks ago, Comcast has been brainstorming with bankers and a team of advisors on ways to salvage its proposal. It won't be easy or cheap: AT&T's offer includes voting stock and more than $20 billion in cash, the newspaper reported. Comcast's offer included no voting stock. That would have remained in the hands of the Roberts family, whose stake in Comcast would have been cut to about two percent in equity, but with 80 percent of the voting stock. AT&T seized on that disparity when it devised its bid, the newspaper said. In recent days, the battle for MediaOne has drawn in other powerful tech companies such as software giant Microsoft (MSFT - news) and America Online Inc. (AOL - news), both of which have expressed interest in joining forces with Comcast, the newspaper said. Microsoft and America Online, the world's leading Internet service provider, would be interested in the ''broadband'' market for phone, interactive video, high-speed data and Internet services, the Journal reported. Also, neither company would want to see AT&T become too so powerful in the cable industry, the newspaper said.