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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 1, 1999
U S WEST, Inc.
(Formerly "USW-C, Inc.")
(Exact name of registrant as specified in its charter)
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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)
(The Exhibits Index is located on page 2 of this report.)
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Item 5. Other Events
On July 1, 1999, U S WEST announced that its Board of Directors had
determined to authorize the Company's management and advisors to discuss with
Qwest Communications International, Inc. issues relating to its June 23 revised
merger proposal. Global Crossing Ltd. has consented to U S WEST conducting such
discussions with Qwest. The press release is filed as an exhibit to this Current
Report on Form 8-K.
Item 7. Financial Statements and Exhibits
(c) Exhibits Index
Exhibit 99 - Press Release issued by the Company on July 1, 1999
entitled "U S WEST Board Reviews Revised Qwest
Bid; Decides to Enter into Talks with Qwest with the
Consent of Global Crossing"
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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
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Thomas O. McGimpsey
Assistant Secretary
Dated: July 7, 1999
EXHIBIT 99
[U S WEST LOGO]
Investor Relations
NEWS FLASH
July 1, 1999
U S WEST Board Reviews Revised Qwest Bid;
Decides to Enter into Talks with Qwest with the Consent of Global Crossing
DENVER -- U S WEST (NYSE: USW) today announced that its Board of Directors has
authorized the Company's management and advisors to discuss with Qwest
Communications International, Inc. issues relating to its June 23 revised merger
proposal. Global Crossing has consented to U S WEST conducting such discussions
with Qwest.
U S WEST's merger-of-equals agreement with Global Crossing remains intact and U
S WEST's Board will continue to monitor events related to its Global Crossing
merger agreement. Sol Trujillo, Chairman, President and CEO of U S WEST, stated
that "the Board remains committed to acting in the best interests of U S WEST
shareholders and to its vision of building a next generation global data-centric
company."
U S WEST (NYSE: USW) provides a full range of telecommunications services -
including wireline, wireless PCS, data networking, directory and information
services - 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 these statements, we claim the safe harbor for
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. Factors that could cause actual results to differ
from expectations include: (i) greater than anticipated competition from new
entrants into the local exchange, intraLATA toll, wireless, data and directories
markets, causing loss of customers and increased price competition; (ii) changes
in demand for U S WEST's products and services, including optional custom
calling features; (iii) higher than anticipated employee levels, capital
expenditures and operating expenses (such as costs associated with
interconnection and year 2000 remediation); (iv) the loss of significant
customers; (v) pending and future state and federal regulatory changes affecting
the telecommunications industry, including changes that could have an impact on
the competitive environment in the local exchange market; (vi) a change in
economic conditions in the various markets served by U S WEST's operations;
(vii) higher than anticipated start-up costs associated with new business
opportunities; (viii) delays in U S WEST's ability to begin offering interLATA
long-distance services; (ix) consumer acceptance of broadband services,
including telephony, data and wireless services; and (x) delays in the
development of anticipated technologies, or the failure of such technologies to
perform according to expectations. These cautionary statements by U S WEST
should not be construed as exhaustive or as any admission regarding the adequacy
of disclosures made by U S WEST. U S WEST cannot always predict or determine
after the fact what factors would cause actual results to differ materially from
those indicated by the forward-looking statements or other statements. In
addition, readers are urged to consider statements that include the terms
"believes", "belief", "expects", "plans", "objectives", "anticipates",
"intends", "targets", or the like to be uncertain and forward-looking. All
cautionary statements should be read as being applicable to all forward-looking
statements wherever they appear. U S WEST does not undertake any obligation to
publicly update or revise any forward-looking statements, whether as a result of
new information, future events or otherwise.
U S WEST Investor Relations 1801 California Street, Suite 4320 Denver, CO 80202
303.896.1277 www.uswest.com
Investor Relations Contacts
Larry Thede 303-896-3550
Martha Daniele Paine 303-896-5706
Kent Evans 303-896-3096
