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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): May 11, 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)
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Item 5. Other Events
Press Release
On May 11, 1999, U S WEST issued a press release announcing the election of
Solomon D. Trujillo as the Company's Chairman of the Board and the
retirement of Richard D. McCormick. The press release is filed as Exhibit
99 to this Current Report on Form 8-K.
Press Release
On May 11, 1999, U S WEST issued a press release announcing the results of
shareholder voting at the Company's 1999 Annual Shareholders' Meeting. The
press release is filed as Exhibit 99 to this Current Report on Form 8-K.
Item 7. Exhibits
Exhibit Description
99 Press Release issued May 11, 1999 entitled: "Solomon Trujillo Elected U S
WEST Chairman; Richard McCormick Retires from the Board of Directors"
99 Press Release issued May 11, 1999 entitled: "U S WEST Shareowners Elect
Three Directors, Approve One Shareowner Proposal, Defeat Three Other
Proposals"
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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: May 12, 1999
Tuesday, May 11, 1999
David Beigie Jeremy Story
(303) 896-5528 (303) 965-3235
[email protected] [email protected]
Solomon Trujillo Elected U S WEST Chairman;
Richard McCormick Retires from the Board of Directors
NEW YORK - Solomon D. Trujillo, president and chief executive officer of U S
WEST, was today elected chairman of the company's board of directors. He will
continue to hold the title of president and chief executive officer.
In announcing Trujillo's new title, U S WEST said Richard D. McCormick stepped
down as chairman and was elected chairman emeritus. McCormick is the former
chief executive officer of the pre-split U S WEST. When U S WEST separated into
two separate companies last June, McCormick retired as chief executive officer
but remained chairman of the board and served in a non-executive capacity.
The board action occurred just prior to the company's annual meeting of
shareowners held at the Millennium Hotel here.
Trujillo, 47, was elected president and CEO of the "new" U S WEST following the
split-off. He had been president and CEO since June 1995 of U S WEST
Communications, the telephone subsidiary of U S WEST.
Since U S WEST Communications started trading separately as USW in November
1995, Trujillo has led a team that has produced 140 percent growth in total
shareowner return, and has been heralded as coming up with the most aggressive
high-speed data deployment of any local exchange carrier in the United States. U
S WEST has also been a leader in deploying innovative products and services
integrated in unique ways to make voice, data, Internet communications, and
wired or wireless services work together.
Because of U S WEST's pioneering work on broadband transport and early rollout
of other new and enhanced services, Trujillo has been called "the first digital
telecom CEO" by former Presidential Science Advisor Jay Keyworth. Noting
Trujillo's active role in the U.S. Hispanic community, Henry Cisneros has also
called him "the most important Hispanic in corporate America today."
"I'm pleased for Sol and U S WEST," McCormick said. "The company is in good
hands, with his strong leadership and aggressive, innovative approach to the
company's markets and its customers. The thing I'll miss most in my new role is
the regular association with the great people of U S WEST," he said.
McCormick said he wanted to devote more time to international business issues
and to other business interests. He is currently vice president of the
International Chamber of Commerce and will become president of the ICC on Jan.
1, 2001. He currently serves as chairman of the United States Council for
International Business. McCormick also serves on the boards of UAL Corp. (United
Airlines), Wells Fargo & Co., United Technologies and Concept Five Technologies.
He is active in a number of other national and local organizations.
"Dick McCormick led U S WEST through its most interesting and challenging years
and built a legacy of service and shareowner value," Trujillo said. "The board
and I will miss his wise counsel, but we know he'll put his talents to good use
promoting free trade around the world."
Trujillo joined U S WEST in 1974 and held a number of assignments in marketing,
sales, public policy and operations. He was named vice president for the
company's operations in New Mexico in 1983. In 1987, he created a new division
of U S WEST to serve small business customers. He became president and CEO in
1992 of U S WEST Marketing Resources, the company's telephone directory business
(now known as U S WEST Dex).
A native of Cheyenne, Wyo., Trujillo holds an undergraduate degree in business
and an MBA from the University of Wyoming. He has been named one of the
country's 100 most influential Hispanics and has received numerous awards for
his business achievements and his community service.
Trujillo is a board member of Dayton Hudson and the Bank of America.
McCormick, 58, joined AT&T in 1961 and held a series of jobs there and at
Northwestern Bell. He was named president of Omaha-based Northwestern Bell in
1982. A year after the 1984 break-up of AT&T and the combining of Pacific
Northwest Bell, Mountain Bell and Northwestern Bell into U S WEST, McCormick
moved to Denver as executive vice president of U S WEST. He became president and
chief operating officer in 1986, president and chief executive officer in 1990
and added the title chairman in April 1992.
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 www.uswest.com.
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May 11, 1999
David Beigie Jeremy Story
U S WEST U S WEST
(303) 896-5528 (303) 965-3235
[email protected] [email protected]
U S WEST Shareowners Elect Three Directors, Approve One Shareowner Proposal,
Defeat Three Other Proposals
NEW YORK -- U S WEST shareowners meeting here today elected three members of the
company's board of directors, ratified the appointment of outside auditors,
approved one proposal from shareowners and defeated three others.
Re-elected to serve three years were:
o Hank Brown, president of the University of Northern Colorado and former
U.S. Senator from Colorado;
o George J. Harad, chairman and chief executive officer of Boise Cascade; and
o Marilyn Carlson Nelson, president and chief executive officer of the
Carlson Companies, Inc.
Allen F. Jacobson, former chairman and CEO of the 3M Corporation, did not seek
re-election, having reached the retirement age for board members of 72.
In other action, shareowners:
o Ratified the appointment of the accounting firm of Arthur Andersen, LLP, as
U S WEST's independent auditors.
o Approved one shareowner proposal that will:
1) Require the board to consider the election of all directors each year.
o Defeated three shareowner proposals that would have:
1) Discontinued the company's Shareowner Rights Plan;
2) Limited future compensation if the company changed control; and
3) Required that two directors be nominated for each opening on the board.
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 www.uswest.com.
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