Delayed but delivered

Last April, AirTouch and U S West Media Group announced an agreement under which AirTouch would take immediate, full control of Media Group's U.S. wireless holdings.

AirTouch would have assumed some Media Group debt, and Media Group shareholders would have received AirTouch stock. The shares were to be tax-free for both Media Group and its shareholders. However, legislation filed at the same time as the announcement caused that transaction to have tax consequences for Media Group shareholders, so the deal was quashed in August.

A new deal announced this week revitalizes the original plan, except that the shares will go to Media Group at the corporate level, and the number of AirTouch shares that Media Group will receive will be adjusted for appreciation over the last nine months. Also, AirTouch will assume less debt from Media Group than the April agreement had called for.

The snag wasn't detrimental, said a spokeswoman for AirTouch. "We had an agreement with [Media Group] where we were operating the properties jointly," she said.

Said a Media Group spokesman: "This [new] agreement allows us to get debt off the books. We can create value for our stockholders."

The agreement does not affect U S West Communications, a separate entity of U S West Inc., which holds several PCS licenses.

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