As filed with the Securities and Exchange Commission on August 17 , 1999
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
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FORM 8-A/A
(Amendment No. 2)
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For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or (g) of the
Securities Exchange Act of 1934
U S WEST, Inc.
(Formerly "USW-C, Inc.")
(Exact Name of Registrant as Specified in its Charter)
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Delaware 84-0953188
(State of Incorporation or Organization) (I.R.S. Employer Identification No.)
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1801 California Street, Denver, Colorado 80202
(Address and Zip Code of Principal Executive Offices of Both Registrants)
Securities to be registered pursuant to Section 12(b) of the Act:
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Title of Each Class of Name of Each Exchange on Which
Securities to be Registered Each Class is to be Registered
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Common Stock, par value New York Stock Exchange
$.01 per share
Junior Preferred Stock New York Stock Exchange
Purchase Rights
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If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. [X]
If this Form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to the General
Information Instruction A.(d), check the following box. [ ]
Securities Act registration statement file number to which this form relates
(if applicable):
333-45765
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Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
(The Exhibit Index is located on page 5 of this Form 8-A/A.)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
This Form 8-A/A (Amendment No. 2) amends the Form 8-A/A dated May 12, 1998, as
filed with the United States Securities and Exchange Commission (the "SEC") on
May 12, 1998.
A description of the Common Stock, par value $.01 per share, of the Registrant,
and the attached Series A Junior Preferred Stock Purchase Rights, is contained
under the caption "Chapter 8: Capital Stock - New U S WEST Capital Stock" in the
Registrant's Registration Statement on Form S-4 (File No. 333-45765), as filed
with the SEC, and is incorporated herein by reference.
On May 16, 1999, U S WEST, Inc., a Delaware corporation ("U S WEST") and Global
Crossing Ltd., a Bermuda company ("Global Crossing"), entered into an Agreement
and Plan of Merger, dated as of May 16, 1999 (the "Global Merger Agreement').
The Global Merger Agreement is on file with the SEC on U S WEST's Current Report
on Form 8-K, dated May 21, 1999, and is incorporated herein by reference.
In connection with the approval of the Global Merger Agreement, the U S WEST
Board of Directors amended the Rights Agreement between U S WEST and State
Street Bank and Trust Company ("State Street"), dated June 1, 1998, (the "Rights
Agreement'). Amendment No. 1 to Rights Agreement between U S WEST and State
Street, dated as of May 16, 1999 ("Amendment No. 1"), is on file with the SEC as
an exhibit to U S WEST's Current Report on Form 8-K, dated May 21, 1999, and is
incorporated herein by reference.
On July 18, 1999, U S WEST and Global Crossing entered into a Termination
Agreement terminating the Global Merger Agreement. The Termination Agreement is
on file with the SEC as an exhibit to U S WEST's Current Report on Form 8-K,
dated July 20, 1999, and is incorporated herein by reference.
On July 18, 1999, U S WEST and Qwest Communications International, Inc., a
Delaware corporation ("Qwest"), entered into an Agreement and Plan of Merger
(the "Qwest Merger Agreement"), providing for, among other things, the merger of
Qwest and U S WEST, with Qwest as the surviving corporation. A copy of the Qwest
Merger Agreement is on file with the SEC as an exhibit to U S WEST's Current
Report on Form 8-K, dated July 20, 1999, and is incorporated herein by
reference.
In connection with the approval of the Qwest Merger Agreement, the U S WEST
Board of Directors amended the Rights Agreement between U S WEST and State
Street, dated June 1, 1998, as amended. A copy of the Amendment No. 2 to Rights
Agreement between U S WEST and State Street, dated as of July 18, 1999
("Amendment No. 2"), is on file with the SEC as an exhibit to U S WEST's
Quarterly Report on Form 10-Q, dated August 9, 1999, and is incorporated herein
by reference.
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Item 2. Exhibits.
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Exhibit
Number Description
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(2a) Agreement and Plan of Merger between Global Crossing
Ltd. and U S WEST, Inc., dated as of May 16, 1999
(Exhibit 2 to Form 8-K, dated May 21, 1999, File No.
1-14087).
(2a.1) Termination Agreement between U S WEST, Inc. and Global
Crossing Ltd., dated as of July 18, 1999 (Exhibit 10.2
to Form 8-K, dated July 20, 1999, File No. 1-14087).
(2a.2) Agreement and Plan of Merger between U S WEST, Inc. and
Qwest Communications International, Inc., dated as of
July 18, 1999 (Exhibit 2 to Form 8-K, dated July 20,
1999, File 1-14087).
(3) Restated Certificate of Incorporation of U S WEST, Inc.
(Exhibit 3A to Form S-4 Registration Statement No.
333-45765, filed February 6, 1998, as amended).
(3a) Bylaws of U S WEST, Inc. (Exhibit 3(ii) to the U S WEST,
Inc. Form 8-K/A, dated June 26, 1998, File No. 1-14087).
(4) Rights Agreement between U S WEST, Inc. (formerly
"USW-C") and State Street Bank and Trust Company, as
Rights Agent, dated as of June 1, 1998 (Exhibit 4-A to
Form S-4 Registration Statement, as amended, File No.
333-45765).
(4a) Amendment No. 1 to Rights Agreement between U S WEST,
Inc. and State Street Bank and Trust Company, dated as
of May 16, 1999 (Exhibit 4 to Form 8-K, dated May 21,
1999, File No.
1-14087).
(4b) Amendment No. 2 to Rights Agreement between U S WEST,
Inc. and State Street Bank and Trust Company, dated as
of July 18, 1999 (Exhibit 4-A.2 to Form 10-Q, dated
August 9, 1999, File No. 1-14087).
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( ) Exhibits marked with parentheses have been filed previously.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the Registrants have duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized, on this 17th day of
August, 1999.
U S WEST, INC.
(Formerly "USW-C, Inc.")
By: /s/ THOMAS O. McGIMPSEY
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Name: Thomas O. McGimpsey
Title: Assistant Secretary
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EXHIBITS INDEX
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EXHIBIT
NO. EXHIBIT
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(2a) Agreement and Plan of Merger between Global Crossing
Ltd. and U S WEST, Inc., dated as of May 16, 1999
(Exhibit 2 to Form 8-K, dated May 21, 1999, File No.
1-14087).
(2a.1) Termination Agreement between U S WEST, Inc. and Global
Crossing Ltd., dated as of July 18, 1999 (Exhibit 10.2
to Form 8-K, dated July 20, 1999, File No. 1-14087).
(2a.2) Agreement and Plan of Merger between U S WEST, Inc. and
Qwest Communications International, Inc., dated as of
July 18, 1999 (Exhibit 2 to Form 8-K, dated July 20,
1999, File 1-14087).
(3) Restated Certificate of Incorporation of U S WEST, Inc.
(Exhibit 3A to Form S-4 Registration Statement No.
333-45765, filed February 6, 1998, as amended).
(3a) Bylaws of U S WEST, Inc. (Exhibit 3(ii) to the U S WEST,
Inc. Form 8-K/A, dated June 26, 1998, File No. 1-14087).
(4) Rights Agreement between U S WEST, Inc. (formerly
"USW-C") and State Street Bank and Trust Company, as
Rights Agent, dated as of June 1, 1998 (Exhibit 4-A to
Form S-4 Registration Statement, as amended, File No.
333-45765).
(4a) Amendment No. 1 to Rights Agreement between U S WEST,
Inc. and State Street Bank and Trust Company, dated as
of May 16, 1999 (Exhibit 4 to Form 8-K, dated May 21,
1999, File No.
1-14087).
(4b) Amendment No. 2 to Rights Agreement between U S WEST,
Inc. and State Street Bank and Trust Company, dated as
of July 18, 1999 (Exhibit 4-A.2 to Form 10-Q, dated
August 9, 1999, File No. 1-14087).
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