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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): November 2,, 1999
U S WEST, Inc.
(Formerly "USW-C, Inc.")
(Exact name of registrant as specified in its charter)
A Delaware Corporation Commission File IRS Employer Identification
(State of Incorporation) Number 1-14087 No. 84-0953188
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 November 2, 1999, U S WEST held a special shareholders meeting for
purposes of voting on the proposed merger with Qwest Communications
International Inc. the results of which are in the press release 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 November 2, 1999
entitled "U S WEST Shareowners Vote Overwhelmingly to Approve Merger
with Qwest"
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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: November 2, 1999
EXHIBIT 99
News Release
Release Date: Tuesday, November 2, 1999
Contact: Dana Smith, U S WEST Dave Banks, U S WEST Investor Relations
(303) 896-5528 (303) 896-3040
dksmit3@uswe [email protected]
U S WEST SHAREOWNERS VOTE OVERWHELMINGLY TO APPROVE
MERGER WITH QWEST
-- Companies Pass Another Merger Milestone; Next Steps are
Federal, State Regulatory Approvals --
NEW YORK CITY -- U S WEST's shareowners today gave their overwhelming approval
for the company's merger with Qwest Communications International Inc., casting
better than 93 percent of their ballots (and 70 percent of outstanding shares)
in favor of the combination, which is expected to be completed by mid-year 2000.
The merger process now moves to the regulatory arena, where approvals are
required from the Federal Communications Commission and state regulatory
commissions.
"This is an exciting day for U S WEST customers and shareowners. We have now
completed another important step in gaining approval of our proposed merger with
Qwest.," said Solomon D. Trujillo, chairman, president and CEO of U S WEST. "Our
shareowners have told us that they like the idea of creating a
telecommunications powerhouse for the new millennium.
"Prompt approval by regulators at both the state and federal level is the next
step, and will let customers and shareowners enjoy the benefits of this unique
combination. Our job is to work together with Qwest to realize those benefits,
create new opportunities and achieve synergies as the merger is completed."
The combination of Qwest and U S WEST, to be named Qwest Communications
International Inc., will employ about 64,000 people and be headquartered in
Denver. It brings together the world's most advanced network and provider of
broadband Internet communications --Qwest -- with the most innovative local
communications firm in local, wireless and broadband services, as well as the
nation's leader in high-speed DSL (Digital Subscriber Line) Internet access -- U
S WEST.
The two companies have said they are going to work on a series of initiatives to
drive approximately $18.5 billion of pro forma year-2000 revenue and
approximately $7.4 billion of pro forma year-2000 EBITDA (earnings before
interest, taxes, depreciation, amortization and other). Both Trujillo and Joseph
P. Nacchio, chairman and CEO of Qwest, have said they are committing people and
other resources to begin achieving these goals.
The combined company expects to realize synergies of approximately $10.5 to $11
billion over a five-year period after closing. The companies expect the
combination will be accretive to Qwest's earnings per share in the first year
following completion of the transaction.
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EXHIBIT 99
Upon completion of the merger, Qwest will issue shares of its common stock
having a value of $69.00 for each share of U S WEST common stock, subject to a
"collar" on Qwest's average stock
price between $28.26 and $39.90 per share. If necessary, the obligation under
the "collar" may be satisfied in part with cash if Qwest's average stock price
is below $38.70 per share.
In addition to receiving shareowner approval, the Denver-based companies have
already received antitrust clearance from the Federal Trade Commission and the
Department of Justice, as well as clearance from the Securities and Exchange
Commission. The merger still awaits approvals from the Federal Communications
Commission and commissions in several states. U S WEST and Qwest are working to
win these approvals by mid-year 2000 to close their merger.
The transaction will be accounted for as a purchase and is structured to be
tax-free to U S WEST shareowners to the extent of the Qwest stock delivered in
the transaction.
Qwest and U S WEST will link one of the world's most advanced fiber-optic
networks to 29 million customers and a local network that is 99.2 percent
digitally switched. Together, the two firms have more than three million miles
of deployed fiber in the U.S. and worldwide.
About U S WEST
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.
Further information:
Larry Thede, 303-896-3550;
Martha Daniele Paine, 303-896-5706;
Kent Evans, 303-896-3096.
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Safe Harbor: This release contains forward-looking statements that involve risks
and uncertainties. These statements may differ materially from actual future
events or results. Readers are referred to the documents filed by Qwest and U S
WEST with the SEC, specifically the most recent reports which identify important
risk factors that could cause actual results to differ from those contained in
the forward-looking statements, including potential fluctuations in quarterly
results, dependence on new product development, rapid technological and market
change, failure to complete the network on schedule and on budget, financial
risk management and future growth subject to risks, the companies' ability to
achieve Year 2000 compliance, and adverse changes in the regulatory or
legislative environment. This release may include analysts' estimates and other
information prepared by third parties for which the companies assume no
responsibility. The companies undertake no obligation to review or confirm
analysts' expectations or estimates or to release publicly any revisions to any
forward-looking statements to reflect events or circumstances after the date
hereof or to reflect the occurrence of unanticipated events.
