U S WEST INC /DE/
8-K, 1998-07-15
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549




                                    FORM 8-K
                                 CURRENT REPORT
     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934




         Date of Report (Date of earliest event reported): July 15, 1998




                                 U S WEST, Inc.
                            (Formerly "USW-C, Inc.")
             (Exact name of registrant as specified in its charter)


<TABLE>
<CAPTION>
<S>                                                <C>                              <C>    

        A Delaware Corporation                     Commission File                  IRS Employer Identification
       (State of Incorporation)                    Number 1-14087                         No. 84-0953188


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                 1801 California Street, Denver, Colorado 80202
               (Address of principal executive offices, including
                                    Zip Code)


                         Telephone Number (303) 672-2700
              (Registrant's telephone number, including area code)




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<PAGE>


Item 5.       Other Events

              On July 15, 1998, U S WEST, Inc. issued a press release concerning
certain one-time charges for the second quarter 1998. The release is filed as an
exhibit to this Current Report on Form 8-K.


Item 7.       Exhibits

Exhibit       Description


99       Press Release  issued July 15, 1998 entitled  "U S WEST to Reflect One
         Time Charges Related to its Split with MediaOne Group."



                                    SIGNATURE

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                U S WEST, Inc.
                                (Formerly "USW-C, Inc.")

                           By:  /s/ Thomas O. McGimpsey
                                -----------------------------------------------
                                Thomas O. McGimpsey
                                Assistant Secretary

Dated:        July 15, 1998




U S WEST
         Investor Relations

                                   NEWS FLASH

July 14, 1998

           - U S WEST TO REFLECT ONE TIME CHARGES RELATED TO ITS SPLIT
                              WITH MEDIAONE GROUP -

DENVER - U S WEST  announced  today  that it will take one time  charges  in the
second quarter totaling about $89 million after taxes,  related primarily to its
June 12 split-off from MediaOne Group.

Approximately  $68 million of the total represents costs directly related to the
split,  including  executive  severance,  legal  and  financial  advisory  fees,
securities  registration fees,  printing and mailing costs, and internal systems
and  rearrangement  costs.  The annual proxy filing  disclosed that charges were
anticipated for split related costs.

The second  quarter  results  will also  reflect a $21 million  after tax charge
related to impairment of its Omaha video  operations.  U S WEST began  providing
video  services to  customers  in Omaha in 1995.  Although a marketing  success,
recent technological  advances have permitted the company to pursue and use more
economical VDSL technology. Phoenix is the first target city for this service.

On an operating  basis,  the company said it is  comfortable  with Wall Street's
consensus  estimate for the second quarter.  On July 27, the company will report
proforma results  including the full quarterly impact of the directory  business
transfer from MediaOne to the new U S WEST.

In addition to these  income-statement  charges, the Company will also reflect a
balance sheet impact of $140 million  resulting from debt refinancing due to the
transfer of U S WEST Dex.

U S WEST  (NYSE:  USW)  provides a full range of  telecommunications  services -
including  wireline,  wireless PCS and data networking - to more than 25 million
customers  nationally and in 14 western and midwestern states.  More information
about U S WEST can be found on the Internet at http://www.uswest.com.

Safe Harbor statement:  This document contains  statements about expected future
events and financial results that are  forward-looking  and subject to risks and
uncertainties.  For those statements, we claim the protection of the safe harbor
for forward-looking  statements  contained in the Private Securities  Litigation
Reform Act of 1995.  Discussion  of factors  that may affect  future  results is
contained in our recent filings with the Securities and Exchange Commission.

Further information:  Larry Thede, 303-896-3550; Rodney Miller, 303-896-3096;
Hadley Evans, 303-896-5706.
                                       ###
U S WEST Investor Relations
1801 California Street, Suite 4930, Denver, CO 80202
303-896-1277



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