<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 15, 1998
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
USW-C, INC.
(to be renamed "U S WEST, Inc.")
(Exact name of registrant as specified in charter)
<TABLE>
<S> <C>
DELAWARE 84-0953188
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
</TABLE>
1801 CALIFORNIA STREET
DENVER, COLORADO 80202
(303) 793-6676
(Address, including zip code, and telephone number, including
area code of registrant's principal executive officer)
--------------------------
SHAREOWNER INVESTMENT PLAN
(full title of the Plan)
--------------------------
THOMAS O. MCGIMPSEY, ESQ.
USW-C, INC.
1801 CALIFORNIA STREET
DENVER, COLORADO 80202
(303) 793-6676
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
--------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: JUNE 12, 1998
--------------------------
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box. /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration number of the earlier effective registration statement for the same
offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
--------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT TO OFFERING PRICE AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED BE REGISTERED PER UNIT(1) OFFERING PRICE(1) FEE(1)
<S> <C> <C> <C> <C>
Common Stock, par value $.01 per share(2)......... 10,000,000 $50.1562 $501,562,000 $147,961
</TABLE>
(1) The registration fee for all securities registered hereby, $147,961, has
been calculated as follows: 0.000295 of $50.1562 (the average of the high
and low prices of U S WEST Communications Group Common Stock of U S WEST,
Inc. reported in the consolidated reporting system of the New York Stock
Exchange on May 13, 1998) multiplied by 10,000,000 shares of Common Stock
being registered hereby.
(2) Includes Stock Purchase Rights which, prior to the occurrence of certain
events, will not be exercisable separately from the Common Stock.
--------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THE REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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<PAGE>
GENERAL
This Registration Statement on Form S-3 for USW-C, Inc., a Delaware
corporation (the "Registrant"), is filed in connection with the Separation (as
defined under the caption entitled "DESCRIPTION OF SEPARATION" contained in the
Prospectus). The Separation and the transactions related thereto are more fully
described in the Registrant's Registration Statement on Form S-4 filed with the
Securities and Exchange Commission (File No. 333-45765) on February 6, 1998, as
amended.
PART I: INFORMATION REQUIRED IN PROSPECTUS
<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO
REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
<PAGE>
SUBJECT TO COMPLETION -- DATED MAY 15, 1998
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[LOGO]
SHAREOWNER INVESTMENT PLAN
As a service to its registered shareowners and other investors, U S WEST
offers a Shareowner Investment Plan (the "Plan") designed to provide you with a
convenient, low cost way to purchase shares of U S WEST Common Stock (the
"Common Stock").
- You may automatically reinvest all or a portion of your cash dividends
paid on shares of Common Stock registered in your name and/or make
optional investments of cash of up to $100,000 per calendar year.
- You may transfer shares of Common Stock easily or sell at low cost.
- You may own or transfer your shares of Common Stock without holding
certificates.
The shares of Common Stock purchased under the Plan may be newly issued
shares or treasury shares purchased from U S WEST, or shares purchased in the
open market, as determined by U S WEST. The price of such shares of Common Stock
will accordingly vary depending upon the type of purchase described above. If
you do not elect to participate in the Plan you will continue to receive your
cash dividends, as declared, in the usual manner. BEFORE YOU DECIDE TO ENROLL IN
THE PLAN, YOU SHOULD READ THIS ENTIRE PROSPECTUS. IT IS SUGGESTED THAT YOU
RETAIN THIS PROSPECTUS FOR FUTURE REFERENCE.
-------------------
This Prospectus relates to approximately 10,000,000 authorized shares of U S
WEST Common Stock registered for purchase under the Plan. THE TERMS OF THIS
PROSPECTUS APPLY TO DIVIDENDS REINVESTED AND OPTIONAL PAYMENTS MADE ON OR AFTER
THE SEPARATION (AS DESCRIBED HEREIN).
-------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
June , 1998
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<PAGE>
DESCRIPTION OF SEPARATION
This Plan is effective only upon consummation of the separation of U S WEST,
Inc. ("Old U S WEST") into two independent companies (the "Separation"). Old U S
WEST currently conducts its business through two groups, the U S WEST
Communications Group and the U S WEST Media Group. Upon consummation of the
Separation, USW-C, Inc. (to be renamed "U S WEST, Inc." at Separation and
referred to in this Prospectus as "U S WEST") will become a separately-traded
company and will conduct the business of the U S WEST Communications Group and
the domestic directories business of the U S WEST Media Group. The Separation is
expected to occur in June of 1998.
U S WEST
U S WEST is incorporated under the laws of the State of Delaware and has its
principal executive offices at 1801 California Street, Denver, Colorado 80202
(telephone number 303-672-2700).
SHAREOWNER INVESTMENT PLAN
ADVANTAGES OF THE PLAN
- You may acquire additional shares automatically by reinvesting all or a
portion of your cash dividends on a minimum of 10 shares.
- You may supplement purchases made with reinvested dividends by also making
optional cash payments of up to $100,000 per calendar year. You may make
optional cash payments by check, money order or electronic funds transfer
from a predesignated bank account.
- If U S WEST purchases shares for the Plan on the open market, you will
incur a small brokerage fee. If, however, the shares are purchased from U
S WEST for the Plan, you will pay no brokerage fee.
- You will be credited with dividends paid on all full and fractional shares
acquired under the Plan.
- Shares purchased under the Plan will be held in uncertificated book-entry
form, unless you elect to receive a certificate representing such shares.
If you elect to receive a certificate, you may deposit such certificate
with the Agent (as defined below) for safekeeping at no additional cost.
- You may direct the transfer, at any time and at no cost to you, of all or
a portion of your shares to other persons.
- If you currently do not own shares of Common Stock, you may participate by
making an initial cash investment of at least $1,000 to purchase such
shares under the terms of the Plan.
- You may purchase shares for family members and others by making an initial
cash investment of at least $1,000 in their name(s) under the terms of the
Plan.
- Your record keeping is simplified by the Agent's issuance of quarterly
statements indicating account transactions, as well as statements
following optional purchases.
- You may direct the Agent by telephone to sell all or a portion of your
shares.
- You may change or cancel your enrollment at any time simply by calling our
toll-free number, 1-800-537-0222, and giving them new instructions.
1
<PAGE>
- There is a fee of $1.00 per account per quarter plus applicable brokerage
commissions for certain purchases and all sales.
COSTS TO PURCHASE AND SELL SHARES
- For your participation in the Plan there is a fee of one dollar ($1.00)
per account per quarter. The quarterly fee will be deducted from the
dividend (if any) paid to you each quarter on enrolled shares and the
remaining net dollar amount will be used to purchase shares.
- You will incur a small brokerage fee if shares are purchased on the open
market. That fee is currently $.03 per share and is subject to change.
There are no brokerage fees when newly issued shares or treasury shares
are purchased from U S WEST.
- The chart below illustrates for you the amount of dividends, after the
$1.00 fee has been deducted, that would be available to purchase
additional shares. The chart is based upon the current dividend of $.535
per quarter and assumes that no brokerage fees are due and payable.
<TABLE>
<CAPTION>
PERCENT OF
AMOUNT OF DIVIDENDS
QUARTERLY DIVIDENDS AVAILABLE TO
NUMBER OF AMOUNT OF AFTER $1.00 PURCHASE
SHARES(*) DIVIDENDS FEE ADDITIONAL SHARES
- ------------ ----------- ----------- ------------------
<S> <C> <C> <C>
10 $ 5.35 $ 4.35 81.31%
20 10.70 9.70 90.65
50 26.75 25.75 96.26
100 53.50 52.50 98.13
</TABLE>
- ------------------------
(*) Participants that transferred shares from the Shareowner Investment Plan of
Old U S WEST may reinvest dividends on a minimum of 4 shares.
- There is a small brokerage fee if shares are sold and a $10 sell fee which
will be deducted from your shares sold.
PLAN ADMINISTRATION
State Street Bank and Trust Company (the "Agent") has been designated by U S
WEST to administer the Plan, keep records, send statements of account and
perform other duties relating to the Plan.
----------------------------------------------
FOR INFORMATION ABOUT THE PLAN
Call State Street Bank and
Trust Company toll free: 800-537-0222.
Outside the Continental United States call collect:
0-505-989-2004
or
Write to: U S WEST, Inc.,
P.O. Box 8936,
Boston, Massachusetts 02266-8936
----------------------------------------------
2
<PAGE>
WHO CAN JOIN AND HOW
- If you are a Shareowner of record, you may enroll in the Plan at any time
(after receiving a copy of this Prospectus) by signing and returning to
the Agent an Authorization Form, or by calling the Agent at (800)
537-0222.
- If you are not currently a Shareowner, you may enroll in the Plan at any
time (after receiving a copy of this Prospectus) by signing and returning
to the Agent the Authorization Form, together with a check or money order
(in U.S. dollars) in an amount of at least $1,000 but no more than
$100,000 made payable to "U S WEST, Inc."
- You must reinvest dividends on a minimum of 10 shares (participants that
transferred fewer than 10 enrolled shares from the Plan's predecessor may
reinvest dividends on a minimum of 4 shares).
- Certain Shareowners of record on the Separation date that participated in
the predecessor plan will automatically continue in this Plan.
- U S WEST may in its discretion aggregate accounts if (1) participants use
the same Social Security or Taxpayer Identification Number or (2) it
believes that accounts under the Plan are under common control or
management or have common ultimate beneficial ownership. If U S WEST
determines that such accounts must be aggregated, it will have the right
to return (without interest) within 30 days of receipt any amounts in
excess of the applicable investment limitations.
- U S WEST may establish other or additional requirements that apply to
participation in the Plan by brokers, banks and others acting in a
representative capacity on your behalf. U S WEST reserves the right to
decide that future participation by you in the Plan is dependent upon
compliance with all requirements currently in effect.
- Please note that regulations governing the different forms of stock
registration may vary by state and may impose certain restrictions on the
manner in which you desire to have your share ownership recorded on the
books of U S WEST.
- It is U S WEST's desire to make the Plan available to all persons wishing
to participate. However, regulations in certain countries may limit or
prohibit participation in this type of plan. Therefore, if you reside
outside the United States and wish to join the Plan, you should first
determine whether you are subject to any governmental regulation
prohibiting your participation.
EFFECTIVE DATE OF ENROLLMENT
- Your enrollment in the Plan will commence upon review and acceptance by
the Agent of a properly executed Authorization Form, or upon approval by
the Agent of a telephone enrollment request.
- If U S WEST receives and processes your enrollment on or before the record
date for the next dividend, reinvestment will begin with that dividend.
Record dates generally fall on or about the tenth day of the month
preceding dividend payment dates. Dividend and voting rights will commence
upon settlement which is ordinarily three business days after purchase.
- Optional cash payments and initial payments made by you will be invested
on the next Investment Date (as defined below) after their receipt so long
as such payments are received by the Agent no later than two business days
prior to such Investment Date. Payments must be invested and settled by
the applicable record date if the shares purchased are to be eligible for
the next scheduled dividend.
3
<PAGE>
INVESTMENT DATES
- With respect to dividend reinvestments, the Investment Date is the same as
the dividend payment date, generally on the first business day of each
February, May, August and November.
- The Investment Date for optional cash payments and initial payments will
be every Thursday (or, if such Thursday is not a business day, the next
succeeding business day).
OPTIONAL CASH PAYMENTS AND PAYMENTS SUBMITTED WITH AUTHORIZATION FORMS
- If you are a Shareowner of record and enrolled in the Plan, you may make
optional cash payments weekly in an amount not less than $100 (in U.S.
dollars) and not more than $100,000 in any calendar year.
- If you are NOT currently a Shareowner, you may make an initial cash
payment of at least $1,000 but not more than $100,000 in a calendar year.
Any initial cash payments must be accompanied by an Authorization Form.
- Since interest will not be paid on any optional cash payments or initial
cash payments received and held by the Agent prior to investment, you
should make such payments so that they are received by the Agent as close
as possible to, but not after, the applicable Investment Date.
- All optional cash payments or initial cash payments made by you should be
made (1) by check or money order made payable to "U S WEST, Inc." and
mailed to the Agent. For your convenience, a return envelope and a cash
payment form are enclosed with account statements mailed to you; or (2)
via electronic funds transfer ("EFT") from a predesignated account (for
information regarding payment by EFT, you should call the Agent at (800)
537-0222). If you make a payment via EFT, you may be charged fees by the
commercial bank initiating the transfer. (Participants who had EFT
investments for less than $100 under the predecessor Plan may continue to
invest less than $100.)
- Please note that third-party checks will not be accepted in making
optional cash payments and that the optional cash payment must be in U.S.
dollars.
- You may be assessed a fee for any insufficient funds on checks or
electronic funds transfers.
SOURCE AND PRICE OF SHARES PURCHASED
- At the discretion of U S WEST, shares purchased with reinvested dividends
or cash payments will be newly issued shares, treasury shares, or shares
purchased on the open market.
- The price of shares purchased from U S WEST will be the average of the
high and low sales prices on the Investment Date as reported on the New
York Stock Exchange Consolidated Tape, or if no trading occurs on that
date, the average of the high and low sale prices on the trading days
immediately preceding and following the Investment Date.
- The price of shares purchased on the open market or by negotiated
transactions will be the average cost of all shares purchased in relation
to the Investment Date, calculated to four decimal places, less brokerage
commissions.
SHARE PURCHASES
- Your account will be credited with the number of shares, including
fractions to three decimal places, equal to the total of your funds
available for investment (including dividends, if any), divided by the
purchase price.
4
<PAGE>
- Shares acquired from U S WEST will be purchased for your account as of
each Investment Date. Purchases of shares from other than U S WEST will be
made as promptly as possible on or after the applicable Investment Date
and may occur over such periods of time as are consistent with applicable
federal securities laws.
- Purchases of shares on the open market may be made on any securities
exchange where such shares are traded, in the over-the-counter market, or
by negotiated transaction, and are subject to such terms and conditions,
including price and delivery, to which the Agent may agree. For the
purpose of making purchases, the Agent will commingle each participant's
funds with those of all other participants.
SAFEKEEPING SERVICE FOR COMMON STOCK CERTIFICATES
- The purpose of the Plan's Safekeeping Service is to allow you to deposit
any Common Stock share certificates in your possession with the Agent for
safekeeping. Shares deposited for safekeeping will be credited to your
account under the Plan.
- You may send share certificates currently in your possession to the Agent
for safekeeping if you wish. We will credit those shares to your Plan
account.
- Replacement of lost or stolen share certificates can be expensive and time
consuming. The risk of loss and the extra expense of keeping your share
certificates in a bank vault are eliminated with safekeeping.
- Shares added to the Plan through safekeeping may be easily and
inexpensively sold through the Plan at any time.
- U S WEST will reinvest the dividends on shares which you deposit in the
Plan for safekeeping unless otherwise indicated.
- To take advantage of our safekeeping service, simply return your share
certificates to the Agent with a letter of instruction, or check the
"Deposit Enclosed Certificate" box on the bottom of your Statement of
Account and return that with your share certificates.
- If you withdraw from the Plan or the Plan is discontinued, you may elect
to leave your Plan shares in the Direct Registration System ("DRS")
outside the Plan or receive your Plan shares either by certificate or in
cash.
FULL OR PARTIAL REINVESTMENT OF CASH DIVIDENDS
- Full or partial reinvestment is available. You may specify the number of
shares for which cash dividends are to be invested in additional shares
and receive the balance of such dividends in cash (10 share reinvestment
minimum, except that participants who were participants of the Shareowner
Investment Plan of Old U S WEST may reinvest dividends on a minimum of 4
shares).
- You may change the investment at any time by signing a new Authorization
Form and returning it to the Agent, or by telephoning the Agent at (800)
537-0222. An Authorization Form and envelope may be obtained at any time
by contacting the Agent. Any change with respect to reinvestment of
dividends must be received and approved by the Agent no later than the
record date for the next dividend in order to make a change with respect
to that dividend.
5
<PAGE>
STATEMENTS OF ACCOUNT
- Following receipt of a dividend or an optional cash purchase, you will
receive a Statement of Account showing amounts invested, purchase prices,
shares purchased, fees paid, tax basis of shares purchased and other
information for the year to date. In addition, you will receive
communications sent to all registered Shareowners, including U S WEST's
annual report and notice of Shareowners' meetings and proxy statement.
- For optional cash payments, your Statement of Account will reflect the
settlement date and not the purchase date. The settlement date is
generally three business days after the purchase date, and is the date
that you will become the owner of the shares.
CERTIFICATES FOR SHARES
- Since shares purchased under the Plan will be held in uncertificated
book-entry form, you will not receive certificates for shares purchased
unless you request them. This protects you against loss, theft or
accidental destruction of your certificates. You may request a certificate
for any number of shares in your account at any time simply by calling
toll-free, 1-800-537-0222.
- Certificates for any number of whole shares held in an account under the
Plan will be issued within five business days after receipt of a telephone
request or a written request which must be signed by all participants on
the account (please note that Corporations must submit a written request
with a certified copy of the applicable resolution). Dividends will
continue to be reinvested on these shares unless you indicate otherwise.
Any remaining shares will continue to be held in your account.
- A certificate for a fractional share will not be issued under any
circumstances.
- Shares held in your account under the Plan may not be pledged, unless you
have requested and received a certificate(s) for such shares.
- An institution that is required by law to maintain physical possession of
certificates may request a special arrangement regarding the issuance of
certificates for shares purchased under the Plan. This request should be
mailed to the Agent.
TERMINATION OF PLAN ENROLLMENT
- You may terminate your participation at any time by calling 1-800-537-0222
or by sending a written notice, signed by all participants on the account.
- Upon termination, you may elect to leave some or all Plan shares in DRS
outside the Plan, or you may elect any of the following options:
- A stock certificate for all full shares and a check for the proceeds
from the sale of any fractional share, less brokerage commission and
taxes, if any.
- A stock certificate for part of the shares and a check for the proceeds
from the sale of the balance, less brokerage commission and taxes, if
any, and a $10 sell fee deducted from your sale proceeds.
- A check for the proceeds from the sale of all shares in your account,
less brokerage commission and taxes, if any, and a $10 sell fee
deducted from your sale proceeds.
6
<PAGE>
- U S WEST will terminate your enrollment in the Plan as soon as practicable
after receiving your request (usually within ten business days). If U S
WEST receives your request between the ex-dividend date and the dividend
record date, we will terminate your account following the dividend record
date. If we receive your request between the record and payable date, we
will defer the termination of your account until after the payable date so
that you will receive all the shares to which you are entitled.
- U S WEST will defer the withdrawal or sale of any shares purchased with a
check until after that check has cleared your bank.
- If you have fewer than ten shares (four shares for participants in the
Plan's predecessor) in your account enrolled in the Plan, we will
automatically terminate your account in the Plan.
- Sales will be made on the open market at current prices, or to U S WEST at
the average of the high and low sales prices as reported on the NYSE
Consolidated Tape on the date your termination request is processed. U S
WEST is not obligated to purchase such shares. U S WEST CAN NOT SELL YOUR
SHARES FOR YOU AT A SPECIFIC TIME OR AT A SPECIFIC PRICE. If you wish to
specify the price or date for your sale, you should request a certificate
from the Agent and then sell through your broker.
TRANSFER OF SHARES
- If you wish to change the ownership of all or part of your shares held in
the Plan (through gift, private sale or otherwise) you should mail a
properly executed stock power (with Medallion signature guarantee), along
with a letter of instruction, to the Agent. The Agent will provide you
with a stock power form upon request.
- If your Plan shares are transferred to another person, the Agent will
retain the shares, and open a new Plan account in the name of the person
to whom the shares are transferred. The new account will be automatically
enrolled on full reinvestment unless the new owner indicates otherwise.
VOTING OF SHAREOWNER INVESTMENT PLAN SHARES
- You will receive a proxy card representing the shares you own including
Plan shares. The proxy will be voted for both full and fractional shares
as indicated by you on the proxy card.
- If the proxy card is returned signed, and no voting instructions are given
with respect to any item thereon, all of your shares will be voted in
accordance with the recommendations of U S WEST management. This is the
same procedure that is followed for all Shareowners who return proxies and
do not provide instructions. If the proxy card is returned unsigned, none
of your shares will be voted.
TAX CONSEQUENCES OF PARTICIPATION IN THE PLAN
- Please retain your quarterly Plan statements for tax reporting purposes.
- The amount of cash dividends paid by U S WEST is included as income even
though reinvested under the Plan. The Form 1099-DIV sent to you and the
Internal Revenue Service ("IRS") at end-of-year will show as dividend
income the full amount of dividends reinvested under the Plan as well as
the amount, if any, of dividends paid in cash. The cost basis per share
for Federal income tax purposes of shares acquired through the Plan on any
given Investment Date will be determined by
7
<PAGE>
dividing the total of the dividends reinvested net of taxes withheld, if
any, brokerage commissions, if any, and your optional cash payments, if
any, by the number of shares including any fraction of a share, acquired
on your behalf by the Agent.
- The sale of shares through the Plan will be reported to the IRS on Form
1099-B except where gross proceeds are $20 or less.
- Your holding period for shares acquired through the Plan will begin on the
day following the purchase of such shares.
- You will not realize any taxable income when you receive certificates for
whole shares held in your account.
- You will realize gain or loss when full or fractional shares are sold or
exchanged and the amount of such gain or loss will be the difference
between the amount which you receive for the shares and the tax basis
thereof.
- You should consult with your own tax advisers for advice applicable to
your particular situation.
- If you failed to furnish a valid certified taxpayer identification number
to the Agent (unless you are exempt from the back-up withholding
requirements described in section 3406 of the Internal Revenue Code), then
the Agent must withhold 31% from the amount of share dividends and the
proceeds of the sale of any whole or fractional shares. In addition, the
Interest Dividend Tax Compliance Act of 1983 provides that if you fail to
certify that you are not subject to withholding on interest and dividend
payments under section 3406(a)(1)(C) of the Internal Revenue Code, then
31% must be withheld from the amount of share dividends. The withheld
amounts will be deducted from the amount of dividends and the remaining
amount will be reinvested.
- If you are a foreign Shareowner whose share dividends are subject to
United States income tax withholding, the amount of tax to be withheld
will be deducted from the amount of share dividends and the remaining
amount of dividends will be reinvested.
STOCK SPLITS OR STOCK DIVIDENDS
- Any shares distributed to you as a result of a stock dividend or stock
split by U S WEST will be added to your account.
LIMITATIONS ON LIABILITY
- Neither U S WEST nor the Agent, in administering the Plan, will be liable
for any act done in good faith or for any good faith omission to act,
including, without limitation, any claim of liability (1) arising out of
failure to terminate an account upon a participant's death prior to
receipt of notice in writing of such death, (2) with respect to the prices
at which shares are purchased or sold for your account and the times when
such purchase or sales are made, or (3) for any fluctuation in the market
value after purchase or sale of shares.
- Furthermore, if it appears to U S WEST that any participant is using or
contemplating the use of the optional cash payment investment mechanism
(or other feature of the Plan) in a manner or with the effect that, in the
sole judgment and discretion of U S WEST, is not in the best interests of
U S WEST or its Shareowners, then U S WEST may decline to issue all or any
portion of the shares for which any optional cash payment by or on behalf
of such participants is tendered. Such optional
8
<PAGE>
cash payment (or the portion thereof not to be invested in shares) will be
returned by U S WEST as promptly as practicable, without interest.
- You should realize that U S WEST cannot assure you of a profit or protect
you against a loss on the shares purchased by you under the Plan.
- Although the Plan contemplates the continuation of quarterly dividend
payments, the payment of dividends will depend upon future earnings, the
financial condition of U S WEST and other factors.
CHANGES TO PLAN OR DISCONTINUANCE
- U S WEST reserves the right to suspend, modify or terminate the Plan at
any time. Upon termination of the Plan by U S WEST, you may elect to leave
your Plan shares in DRS outside the Plan, or receive certificates for
whole shares held in your account under the Plan and cash payment will be
made for any fraction of a share.
USE OF PROCEEDS
U S WEST is unable to estimate the amount of proceeds from the shares to be
sold under this Plan. U S WEST intends to use proceeds from the sale of such
shares for general corporate purposes, which may include advances to or
investments in subsidiary companies.
EXPERTS
The audited combined financial statements and combined financial statement
schedule of U S WEST and the audited consolidated financial statements and the
Supplementary Selected Proportionate Results of Operations of Old U S WEST for
the years ended December 31, 1997 and 1996 included in Old U S WEST's proxy
statement on Schedule 14A (the "Proxy Statement"), filed April 20, 1998, and the
audited consolidated financial statements, Supplementary Selected Proportionate
Results of Operations and financial statement schedule of Old U S WEST for the
years ended December 31, 1997 and 1996 included in Old U S WEST's Annual Report
on Form 10-K, as amended by Form 10-K/A filed April 13, 1998, have been audited
by Arthur Andersen LLP, independent public accountants, as indicated in their
reports with respect thereto, and are incorporated herein by reference in
reliance upon the authority of said firm as experts in accounting and auditing
in giving said reports.
The consolidated financial statements of Old U S WEST for the year ended
December 31, 1995 included in the Proxy Statement filed April 20, 1998, and the
consolidated financial statements and consolidated financial statement schedule
of Old U S WEST for the year ended December 31, 1995 included in Old 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, have been incorporated herein by reference in
reliance on the reports of Coopers & Lybrand L.L.P., independent accountants,
given on the authority of that firm as experts in accounting and auditing. The
combined financial statements and combined financial statement schedule of U S
WEST for the year ended December 31, 1995 included in the Proxy Statement filed
April 20, 1998 have been incorporated herein by reference in reliance on the
report of Coopers & Lybrand L.L.P., independent accountants, given on the
authority of that firm as experts in accounting and auditing.
9
<PAGE>
COUNSEL
Thomas O. McGimpsey, Senior Attorney and Assistant Secretary of U S WEST,
has passed upon the legality of the issue for U S WEST.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law (the "DGCL") permits U S
WEST's board of directors to indemnify any person against expenses (including
attorney's fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him or her 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 U S WEST, 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 by-law, agreement, vote of stockholders or disinterested
directors, or otherwise.
U S WEST's Restated Certificate of Incorporation and By-laws provide for
indemnification of its directors and officers to the fullest extent permitted by
law.
As permitted by section 102 of the DGCL, U S WEST's Restated Certificate of
Incorporation eliminates liability to U S WEST or its stockholders for breach of
fiduciary duty as a director, including without limitation for serving on a
committee of U S WEST's board of directors; provided, however, that the
foregoing does not eliminate or limit liability (i) for any breach of the
director's duty of loyalty to U S WEST or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under section 174 of the DGCL or (iv) for any
transaction from which the director derived an improper personal benefit.
The directors and officers of U S WEST are covered by insurance policies
indemnifying against certain liabilities, including certain liabilities arising
under the Securities Act which might be incurred by them in such capacities and
against which they cannot be indemnified by U S WEST.
AVAILABLE INFORMATION
U S WEST is subject to the informational requirements of the Securities
Exchange Act and in accordance therewith file reports, proxy statements and
other information with the Securities and Exchange Commission (the
"Commission"). Such reports, proxy statements and other information concerning U
S WEST can be inspected and copied at the public reference facilities maintained
by the Commission at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549,
and at the Commission's Regional Office at Seven World Trade Center, Suite 1300,
New York, New York 10048 and Citicorp Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60661-2511. Copies of such material also can be
obtained, at prescribed rates, from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549. The Commission
maintains a site on the Internet's World Wide Web at http://www.sec.gov. that
contains reports, proxy and information statements and other information
regarding registrants that file electronically with the Commission, including U
S WEST. The Common Stock is listed and traded on the New York Stock Exchange
(the "NYSE") and the Pacific Stock Exchange (the "PSE") and such reports, proxy
statements and other information concerning U S WEST may also be
10
<PAGE>
inspected at the offices of the NYSE, 20 Broad Street, New York, New York 10005
and at the offices of the PSE, 115 Sansome Street, 2(nd) Floor, San Francisco,
California 94104.
INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents have been filed by U S WEST (and its predecessor Old
U S WEST) with the Commission and are incorporated herein by reference: (i) Old
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) Old 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) Old 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 U S WEST
contained in U S WEST's Registration Statement on Form 8-A filed on May 1, 1998
(as amended by Form 8-A/A filed May 12, 1998) and U S WEST's Registration
Statement on Form 8-A filed May 12, 1998; (v) U S WEST's Quarterly Report on
Form 10-Q for the quarter ended March 31, 1998 and (vi) U S WEST's Current
Report on Form 8-K dated May 15, 1998.
All documents filed by U S WEST pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus shall be
deemed to be incorporated by reference in this Prospectus and to be 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 Prospectus 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 or in any prospectus
supplement, 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 Prospectus.
Copies of the above documents (excluding exhibits to such documents, unless
such exhibits have been specifically incorporated by reference therein) may be
obtained without charge from the Investor Relations, 1801 California Street,
Denver, Colorado 80202 (telephone number 303-896-1277), upon request by any
person to whom a copy of this Prospectus has been delivered.
11
<PAGE>
- -------------------------------------------
-------------------------------------------
- -------------------------------------------
-------------------------------------------
<TABLE>
<S> <C>
Description of Separation................................................. 1
U S WEST.................................................................. 1
Shareowner Investment Plan................................................ 1
Advantages of the Plan.................................................. 1
Costs to Purchase and Sell Shares....................................... 2
Plan Administration..................................................... 2
Who can Join and How.................................................... 3
Effective Date of Enrollment............................................ 3
Investment Dates........................................................ 4
Optional Cash Payments and Payments Submitted with Authorization
Forms................................................................. 4
Sources and Price of Shares Purchased................................... 4
Share Purchases......................................................... 4
Safekeeping Service for Common Stock Certificates....................... 5
Full or Partial Reinvestment of Cash Dividends.......................... 5
Statements of Account................................................... 6
Certificates for Shares................................................. 6
Termination of Plan Enrollment.......................................... 6
Transfer of Shares...................................................... 7
Voting of Shareowner Investment Plan Shares............................. 7
Tax Consequences of Participation in the Plan........................... 7
Stock Splits or Stock Dividends......................................... 8
Limitations on Liability................................................ 8
Changes to Plan or Discontinuance....................................... 9
Use of Proceeds........................................................... 9
Experts................................................................... 9
Counsel................................................................... 10
Indemnification of Directors and Officers................................. 10
Available Information..................................................... 10
Incorporation of Documents by Reference................................... 11
</TABLE>
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS IN CONNECTION WITH THE OFFER
CONTAINED IN THIS PROSPECTUS, AND IF GIVEN OR MADE SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY U S WEST.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER OF ANY SECURITIES OTHER THAN THOSE
TO WHICH IT RELATES OR AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY,
THE SECURITIES TO WHICH IT RELATES IN ANY JURISDICTION TO ANY PERSON TO WHOM IT
IS NOT LAWFUL TO MAKE ANY SUCH OFFER OR SOLICITATION IN SUCH JURISDICTION.
NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER
ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT INFORMATION HEREIN IS CORRECT AS
OF ANY TIME SUBSEQUENT TO ITS DATE.
[LOGO]
SHAREOWNER INVESTMENT PLAN
FEATURES OF THE PLAN
PURCHASE U S WEST, INC.
COMMON SHARES
* BY REINVESTING DIVIDENDS
* BY MAKING OPTIONAL PAYMENTS
DATED JUNE 12, 1998
- -------------------------------------------
-------------------------------------------
- -------------------------------------------
-------------------------------------------
<PAGE>
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
<TABLE>
<S> <C>
Securities and Exchange Commission Filing Fees.................... $ 147,961
Printing Registration Statement and Prospectuses.................. 51,500*
Accountants' Fees................................................. 25,000*
Legal Fees, Including "Blue Sky" Fees and Expenses................ 10,000*
---------
Total......................................................... $ 234,461*
---------
---------
</TABLE>
- ------------------------
* Estimated.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law (the "DGCL") permits the
Registrant's board of directors to indemnify any person against expenses
(including attorney's 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 being or having been a director, officer, employee or
agent of the Registrant, 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 by-law, agreement, vote of
stockholders or disinterested directed, or otherwise.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
Exhibits identified in parentheses below are on file with the SEC, and are
incorporated herein by reference to such previous filings.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER
- ------
<C> <S>
(3-A) Form of Restated Certificates of Incorporation of USW-C, Inc. (Exhibit
3-A to Registration Statement No. 333-45765).
(3-B) Form of Amended and Restated Bylaws of USW-C, Inc. (Exhibit 3-B to
Registration Statement No. 333-45765)
(4-A) Form of Rights Agreements between USW-C, Inc. 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, Senior Attorney and Assistant Secretary
of USW-C, Inc. as to the legality of the securities to be issued.
23-A Consent of Arthur Andersen LLP.
23-B Consent of Coopers & Lybrand L.L.P.
23-C Consent of Thomas O. McGimpsey, Senior Attorney and Assistant Secretary
of USW-C, Inc. is contained in opinion of counsel filed as Exhibit 5.
24 Powers of Attorney executed by directors and officers who signed this
registration statement.
</TABLE>
ITEM 17. UNDERTAKINGS.
The 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 bonafide offering thereof.
II-1
<PAGE>
The Registrant 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 the undertaking set forth in paragraphs (i) and (ii)
above 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 Company pursuant to Section 13 or Section 15(d) of the
Securities and Exchange Act of 1934 that are incorporated by reference in
this 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.
II-2
<PAGE>
SIGNATURES
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-3 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF DENVER, STATE OF COLORADO, ON THE 15TH DAY, OF MAY,
1998.
<TABLE>
<S> <C> <C>
USW-C, Inc.
By /s/ THOMAS O. MCGIMPSEY
------------------------------------------
Thomas O. McGimpsey
ASSISTANT SECRETARY
</TABLE>
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.
PRINCIPAL EXECUTIVE OFFICER:
SOLOMON D. TRUJILLO* President and Chief Executive
Officer
PRINCIPAL FINANCIAL AND ACCOUNTING
OFFICER:
ALLAN R. SPIES* Executive Vice President and Chief
Financial Officer
DIRECTOR:
SOLOMON D. TRUJILLO*
*By:
/s/ THOMAS O. MCGIMPSEY
- -------------------------------
ASSISTANT SECRETARY
ATTORNEY-IN-FACT
Dated: May 15, 1998
II-3
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------ ------------------------------------------------------------------------
<C> <S> <C>
(3-A) Form of Restated Certificates of Incorporation of USW-C, Inc. (Exhibit
3-A to Registration Statement No. 333-45765).
(3-B) Form of Amended and Restated Bylaws of USW-C, Inc. (Exhibit 3-B to
Registration Statement No. 333-45765)
(4-A) Form of Rights Agreements between USW-C, Inc. 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, Senior Attorney and Assistant Secretary
of USW-C, Inc. as to the legality of the securities to be issued.
23-A Consent of Arthur Andersen LLP.
23-B Consent of Coopers & Lybrand L.L.P.
23-C Consent of Thomas O. McGimpsey, Senior Attorney and Assistant Secretary
of USW-C, Inc. is contained in opinion of counsel filed as Exhibit 5.
24 Powers of Attorney executed by directors and officers who signed this
registration statement.
</TABLE>
<PAGE>
EXHIBIT 5
May 15, 1998
USW-C, Inc.
1801 California Street
Denver, Colorado 80202
Re: U S WEST SHAREOWNER INVESTMENT PLAN
Gentlemen and Ladies:
I have examined the Registration Statement on Form S-3 filed on May 15, 1998
(the "Registration Statement") by USW-C, Inc. (to be renamed U S WEST, Inc.)
(the "Company"), with the Securities and Exchange Commission (the "Commission")
in connection with the registration under the Securities Act of 1933, as
amended, of the Company's common stock, par value $.01 per share (the
"Securities"). I have examined the Company's Certificate of Incorporation and
Bylaws, as amended, and such other documents, certificates and matters of fact
as I have deemed necessary for purposes of this opinion. I am familiar with the
proceedings taken and proposed to be taken by the Company in connection with the
issue and sale of the Securities.
Based upon the foregoing, it is my opinion that, subject to the receipt of
payment for the Securities, when the Securities have been issued and delivered
in accordance with the terms of the Registration Statement, such Securities
shall be legally issued, fully paid and non-assessable.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement, and I further consent to the use of my name under the
caption "Counsel" in the prospectus forming a part of the Registration
Statement.
Very truly yours,
/s/ THOMAS O. MCGIMPSEY
<PAGE>
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement 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.
/s/ Arthur Andersen LLP
Denver, Colorado,
May 15, 1998.
<PAGE>
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement
on Form S-3 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 on 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-3 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.
We also consent to the reference to our firm under the caption "Experts."
/s/ Coopers & Lybrand L.L.P.
Denver, Colorado
May 15, 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, a Registration
Statement on Form S-3 for the registration of the common stock of the Company;
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 STEPHEN E.
BRILZ and THOMAS O. MCGIMPSEY, 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 15th day of May, 1998.
/s/ SOLOMON D. TRUJILLO
------------------------------------------
Solomon D. Trujillo
Director, President and Chief Executive
Officer
/s/ ALLAN R. SPIES
------------------------------------------
Allan R. Spies
Vice President and Chief Financial Officer
