<PAGE>
As filed with the Securities and Exchange Commission on May 26, 1998
Registration No. 333-24283
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
---------------------
USW-C, INC.(1)
(to be renamed "U S WEST, Inc.")
(Exact name of registrant as specified in its charter)
Delaware 84-0953188
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1801 CALIFORNIA STREET
DENVER, COLORADO 80202
(303) 672-2700
(Address, zip code, telephone number, and area code, of registrant's principal
executive offices)
---------------------
U S WEST COMMUNICATIONS GROUP
1997 BROAD-BASED STOCK OPTION PLAN(2)
(to be renamed "U S WEST 1998 Broad-Based Stock Option Plan")
(Full title of the Plan)
---------------------
Thomas O. McGimpsey, Esq.
USW-C, Inc.
1801 California Street
Denver, Colorado 80202
(303) 793-6676
(Name, address, zip code, telephone number and area code, of agent for service)
---------------------
(1) This Post-Effective Amendment No. 1 is being filed by USW-C, Inc. as
successor issuer to U S WEST, Inc. pursuant to Rule 414 promulgated under
the Securities Act of 1933, as amended.
(2) The U S WEST 1998 Broad-Based Stock Option Plan is an amendment and
restatement of the U S WEST Communications Group 1997 Broad-Based Stock
Option Plan.
================================================================================
<PAGE>
GENERAL
This Post-Effective Amendment No. 1 ("Post-Effective Amendment No. 1")
to the Registration Statement on Form S-8 (Commission File No. 333-24283)
(the "Registration Statement") of U S WEST, Inc., a Delaware corporation
("U S WEST"), is filed pursuant to Rule 414 promulgated under the Securities
Act of 1933, as amended (the "Act"), by USW-C, Inc., a Delaware corporation
(to be renamed "U S WEST, Inc." after the Separation described below)
("USW-C" or the "Company"). In connection with the Separation, USW-C hereby
adopts this Registration Statement as its own for all purposes under the Act
and the Securities and Exchange Act of 1934, as amended (the "Exchange Act").
After giving effect to the filing of this Post-Effective Amendment No. 1 and
the Separation, the Communications Group Common Stock will cease to exist and
U S WEST will no longer be the issuer of the securities covered by this
Registration Statement or be the registrant hereunder.
As originally filed with the Securities and Exchange Commission (the
"Commission"), the Registration Statement registered 6,000,000 shares of
U S WEST Communications Group Common Stock, $.01 par value per share,
("Communications Group Common Stock"), of U S WEST. After giving effect to the
filing of this Post-Effective Amendment No. 1, the securities covered by the
Registration Statement will be 6,000,000 shares of common stock, $.01 par value
per share (the "USW-C Common Stock"), of USW-C plus certain stock purchase
rights.
As originally filed with the Commission, the plan to which this
Registration Statement related was the U S WEST Communications Group 1997
Broad-Based Stock Option Plan. After giving effect to the filing of this
Post-Effective Amendment No. 1 and the Separation, such plan is being amended
and restated as the U S WEST 1998 Broad-Based Stock Option Plan (the "Plan").
The Plan will become effective in accordance with its terms upon consummation
of the Separation.
SEPARATION
On October 25, 1997, the Board of Directors of U S WEST adopted a proposal
to separate U S WEST into two independent companies (the "Separation"). As a
result of the Separation, the U S WEST Communications Group (the "Communications
Group") will become a separately traded public company known as "U S WEST, Inc."
and the U S WEST Media Group ("Media Group") will become a separately traded
public company known as "MediaOne Group, Inc." The Communications Group
provides telecommunications services, including local telephone services and
exchange access services, in a 14-state mountain and western region of the
United States. The Communications Group also provides other products and
services, including high speed data and Internet services and wireless
communications services to customers both inside and outside its region. The
Media Group is comprised of domestic and international broadband communications,
wireless communications and directory businesses. In connection with the
Separation, the Media Group's domestic directories business ("Dex") will be
aligned with the Communications Group. In order to complete the Separation,
U S WEST will contribute the businesses of Communications Group and Dex to USW-C
and then (i) redeem each share of Communications Group Common Stock for a share
of USW-C Common Stock and
2
<PAGE>
(ii) distribute $850 million in value of USW-C Common Stock to holders of
Media Group Common Stock specifically relating to the contribution of Dex.
The Separation and related transactions are described more fully in USW-C's
Registration Statement on Form S-4 filed with the Commission (File
No. 333-45765) on February 6, 1998, as amended.
PART I
INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS
Note: The document(s) containing the information concerning the Plan
required by Item 1 of Form S-8 and the statement of availability of registrant
information, Plan information and other information required by Item 2 of Form
S-8 will be sent or given to employees as specified by Rule 428. In accordance
with Rule 428 and the requirements of Part I Form S-8, such documents are not
being filed with the Commission either as part of this Registration Statement or
as prospectuses or prospectus supplements pursuant to Rule 424. USW-C, Inc.
shall maintain a file of such documents in accordance with the provisions of
Rule 428. Upon request, USW-C shall furnish the Commission or its staff a copy
or copies of any or all documents included in such file.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents have been filed by USW-C, Inc., a Delaware
corporation ("USW-C" or the "Company") and its predecessor U S WEST, Inc., a
Delaware corporation ("U S WEST ") with the Commission (File Nos. 1-14087 and
1-8611) and are incorporated herein by reference: (i) U S WEST's Annual Report
on Form 10-K for the year ended December 31, 1997, as amended by Form 10-K/A
filed April 13, 1998; (ii) U S WEST's Current Reports on Form 8-K dated January
29, 1998, February 17, 1998, March 25, 1998 (as amended by Form 8-K/A filed
April 13, 1998), April 17, 1998 and May 5, 1998; (iii) U S WEST's Proxy
Statement on Schedule 14A filed April 20, 1998; (iv) the description of Common
Stock and preferred stock purchase rights of USW-C contained in USW-C's
Registration Statement on Form 8-A filed on May 1, 1998 (as amended by
Form 8-A/A filed May 12, 1998) and USW-C's Registration Statement on Form 8-A
filed May 12, 1998; (v) USW-C's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1998 and (vi) USW-C's Current Report on Form 8-K dated May 15,
1998.
All documents filed by USW-C pursuant to Sections 13(a), 13(c), 14 or 15(d)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act")
subsequent to the date of this registration statement and prior to the filing of
a post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining
3
<PAGE>
unsold, shall be deemed to be incorporated by reference in this registration
statement and to be a part hereof from the date of filing of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this registration statement to the extent that a statement
contained herein or in any other subsequently filed document, which also is
or is deemed to be incorporated by reference herein modifies or supersedes
such statement. Any such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
registration statement.
Item 4. DESCRIPTION OF SECURITIES.
The class of securities to be offered hereby is registered under Section 12
of the Exchange Act.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law (the "DGCL") permits
USW-C's board of directors to indemnify any person against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with any threatened, pending or
completed action, suit or proceeding in which such person is made a party by
reason of his or her being or having been a director, officer, employee or agent
of USW-C, in terms sufficiently broad to permit such indemnification under
certain circumstances for liabilities (including reimbursement for expenses
incurred) arising under the Securities Act of 1933, as amended (the "Securities
Act"). The statute provides that indemnification pursuant to its provisions is
not exclusive of other rights of indemnification to which a person may be
entitled under any bylaw, agreement, vote of stockholders or disinterested
directors, or otherwise.
USW-C's Restated Certificate of Incorporation and Bylaws provide for
indemnification of its directors and officers to the fullest extent permitted by
law.
As permitted by Section 102 of the DGCL, USW-C's Restated Certificate of
Incorporation eliminates a director's personal liability for monetary damages to
USW-C and its stockholders arising from a breach or alleged breach of a
director's fiduciary duty except for liability under Section 174 of the DGCL,
for liability for any breach of the director's duty of loyalty to USW-C or its
stockholders, for act or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law or for any transaction
which the director derived an improper personal benefit.
The directors and officers of USW-C are covered by insurance policies
indemnifying them against certain liabilities, including certain liabilities
arising under the Securities Act,
4
<PAGE>
which might be incurred by them in such capacities and against which they
cannot be indemnified by USW-C.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
Item 8. EXHIBITS.
Exhibits identified in parentheses below are on file with the SEC, and are
incorporated herein by reference to such previous filings.
Exhibit
Number Description
- ------- -----------
(2) Form of Separation Agreement, between U S WEST, Inc. (to be
renamed "MediaOne Group, Inc.") and USW-C, Inc. (to be renamed
"U S WEST, Inc.") (Exhibit 2 to Registration Statement
No. 333-45765).
(3-A) Restated Certificate of Incorporation of USW-C, Inc. (Exhibit 3-A
to Registration Statement No. 333-45765).
(3-B) Amended and Restated Bylaws of USW-C, Inc. (Exhibit 3-B to
Registration Statement No. 333-45765).
(4) Form of Rights Agreement between USW-C, Inc., a Delaware
corporation, and State Street Bank and Trust Company, as Rights
Agent (Exhibit 4-A to Registration Statement No. 333-45765).
5 Opinion of Thomas O. McGimpsey, Corporate Counsel and Assistant
Secretary of USW-C, Inc., regarding the legality of the
Securities being registered.
23-A Consent of Arthur Andersen LLP.
23-B Consent of Coopers & Lybrand L.L.P.
23-C The Consent of Thomas O. McGimpsey, Corporate Counsel and
Assistant Secretary of USW-C, Inc., is included in the opinion of
counsel filed as Exhibit 5.
24 Powers of Attorney executed by directors and officers who signed
this registration statement.
5
<PAGE>
Item 9. UNDERTAKINGS.
(a) Rule 415 Offerings.
USW-C hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial BONA
FIDE offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(b) Filings Incorporating Subsequent Exchange Act Documents by Reference.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial BONA FIDE offering thereof.
6
<PAGE>
(c) Form S-8 Undertakings.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
7
<PAGE>
SIGNATURES
THE REGISTRANT. Pursuant to the requirements of the Securities Act of 1933,
USW-C, Inc. certifies that it has reasonable grounds to believe that it meets
all the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Englewood, State of Colorado, on the 26th day of
May 1998.
USW-C, Inc.
By: /s/ THOMAS O. MCGIMPSEY
-------------------------------------
Thomas O. McGimpsey
Assistant Secretary
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the date indicated.
<TABLE>
<S> <C>
PRINCIPAL EXECUTIVE OFFICER:
/s/ SOLOMON D. TRUJILLO*
- ---------------------------------------------- President and Chief Executive Officer
Solomon D. Trujillo
PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER:
/s/ ALLAN R. SPIES*
- ---------------------------------------------- Executive Vice President and Chief Financial Officer
Allan R. Spies
DIRECTOR:
/s/ SOLOMON D. TRUJILLO*
- ----------------------------------------------
Solomon D. Trujillo
*By: /s/ THOMAS O. MCGIMPSEY
- ----------------------------------------------
THOMAS O. MCGIMPSEY
ASSISTANT SECRETARY
ATTORNEY-IN-FACT
</TABLE>
Dated: May 26, 1998
8
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
- ------- ------------
(2) Form of Separation Agreement, between U S WEST, Inc. (to be
renamed Media One Group, Inc.) and USW-C, Inc. (to be renamed
U S WEST, Inc.) (Exhibit 2 to Registration Statement
No. 333-45765).
(3-A) Restated Certificate of Incorporation of USW-C, Inc. (Exhibit
3-A to Registration Statement No. 333-45765).
(3-B) Amended and Restated Bylaws of USW-C, Inc. (Exhibit 3-B to
Registration Statement No. 333-45765).
(4) Form of Rights Agreement between USW-C, Inc., a Delaware
corporation, and State Street Bank and Trust Company, as Rights
Agent (Exhibit 4-A to Registration Statement No. 333-45765).
5 Opinion of Thomas O. McGimpsey, Corporate Counsel and Assistant
Secretary of USW-C, Inc., regarding the legality of the
securities being registered.
23-A Consent of Arthur Andersen LLP.
23-B Consent of Coopers & Lybrand L.L.P.
23-C Consent of Thomas O. McGimpsey, Corporate Counsel and Assistant
Secretary of USW-C, Inc., is included in the opinion of counsel
filed as Exhibit 5.
24 Powers of Attorney executed by directors and officers who
signed this registration statement.
9
<PAGE>
EXHIBIT 5
U S WEST, Inc.
1801 California Street
Denver, Colorado 80202
Thomas O. McGimpsey
Senior Attorney and
Assistant Secretary
May 26, 1998
USW-C, Inc.
1801 California Street
Denver, Colorado 80202
Ladies and Gentlemen:
I refer to Amendment No. 1 to the U S WEST, Inc. Registration Statement on Form
S-8 (the "Registration Statement") under the Securities Act of 1933, as amended,
to be filed (and adopted as its own Registration Statement in accordance with
Rule 414) by USW-C, Inc. a Delaware corporation (the "Company"), with the
Securities and Exchange Commission (the "Commission") on May 26, 1998. The
Registration Statement covers 6,000,000 shares of Common Stock of the Company,
$.01 par value per share (the "Shares") which may be issued from time to time in
connection with the U S WEST Communications Group 1997 Broad-Based Stock Option
Plan, to be renamed the "U S WEST 1998 Broad-Based Stock Option Plan" (the
"Plan").
I have made such legal and factual examinations and inquiries as I deemed
advisable for the purpose of rendering this opinion. I am familiar with the
proceedings taken and proposed to be taken in connection with the authorization,
issuance and sale of the Shares. Based on my examination and inquiries, it is
my opinion that the Shares, upon issuance thereof in accordance with the terms
of the Plan will be validly issued, fully paid, and non-assessable.
I hereby consent to the filing of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
/s/ THOMAS O. MCGIMPSEY
Thomas O. McGimpsey
<PAGE>
ARTHUR ANDERSEN LLP
EXHIBIT 23-A
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in the U S WEST Communications Group 1997 Broad-Based Stock Option
Plan on the Post-Effective Amendment No. 1 to Form S-8 of our reports dated
February 12, 1998 (except with respect to the matter discussed in Note 21 of
the U S WEST, Inc. consolidated financial statements, as to which the date is
April 6, 1998) on the consolidated financial statements, the consolidated
financial statement schedule, and the Supplementary Selected Proportionate
Results of Operations of U S WEST, Inc., included in U S WEST, Inc.'s Form 10-K,
as amended on Form 10-K/A filed April 13, 1998, and the combined financial
statements and combined financial statement schedule of USW-C, Inc. and the
consolidated financial statements and the Supplementary Selected
Proportionate Results of Operations of U S WEST, Inc. included in U S WEST,
Inc.'s proxy statement on Schedule 14A filed April 20, 1998, respectively,
all for the years ended December 31, 1997 and 1996, and to all references to
our Firm included in this registration statement.
Arthur Andersen LLP
Denver, Colorado
May 26, 1998.
<PAGE>
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in this Registration
Statement on Form S-8 of USW-C, Inc. of our reports dated February 12, 1996
on our audits of the consolidated financial statements and financial
statement schedule of U S WEST, Inc. for the year ended December 31, 1995,
which reports are included in U S WEST, Inc.'s Annual Report on Form 10-K for
the year ended December 31, 1997, as amended by Form 10-K/A filed April 13,
1998 and of our report dated February 12, 1996 on our audit of the
consolidated financial statements of U S WEST, Inc. for the year ended
December 31, 1995, included in U S WEST, Inc.'s Proxy Statement dated April
20, 1998.
We consent to the incorporation by reference in this Registration Statement
on Form S-8 of USW-C, Inc. of our reports dated February 6, 1998, on our
audit of the combined financial statements and combined financial statement
schedule of New U S WEST for the year ended December 31, 1995, which report
is included in U S WEST, Inc.'s Proxy Statement dated April 20, 1998.
/s/ Coopers & Lybrand L.L.P.
Denver, Colorado
May 22, 1998
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, USW-C, Inc., a Delaware corporation (hereinafter referred to as
the "Company"), proposes to file with the Securities and Exchange Commission,
under the provisions of the Securities Act of 1933, as amended, an Amendment No.
1 to the U S WEST Registration Statement on Form S-8 (the "Registration
Statement") for the registration of shares of Common Stock of the Company in
connection with the U S WEST Communications Group 1997 Broad-Based Stock Option
Plan, to be renamed the "U S WEST 1998 Broad-Based Stock Option Plan" (the
"Plan"), on terms generally described in the Plan; and
WHEREAS, each of the undersigned is an Officer or Director, or both, of the
Company as indicated below each signature;
NOW, THEREFORE, each of the undersigned constitutes and appoints THOMAS O.
MCGIMPSEY and STEPHEN E. BRILZ, and each of them, as attorneys for him and in
his name, place, and stead, and in his capacity as an Officer or Director of the
Company, to execute and file such Registration Statement, and thereafter to
execute and file any amended registration statement or statements or supplements
thereto, hereby giving and granting to said attorneys full power and authority
to do and perform all and every act and thing whatsoever requisite and necessary
to be done in and about the premises as fully, to all intents and purposes, as
he might or could do if personally present at the doing thereof, hereby
ratifying and confirming all that said attorneys may or shall lawfully do, or
cause to be done, by virtue hereof.
IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney this 26th day of May, 1998.
/s/ SOLOMON D. TRUJILLO
----------------------------------------
Solomon D. Trujillo
President and Chief Executive Officer
and Director
/s/ ALLAN R. SPIES
----------------------------------------
Allan R. Spies
Executive Vice President
and Chief Financial Officer
