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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): June 21, 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 June 21, 1999, U S WEST announced that its Board of Directors met
and reviewed the unsolicited acquisition proposal made by Qwest Communications
International, Inc. on June 13. 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 June 21, 1999
entitled "U S WEST Board Reviews Qwest Bid;
Decides to Take No Action at This Time"
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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: June 22, 1999
EXHIBIT 99
[U S WEST LOGO]
NEWS FLASH
June 21, 1999
Dave Banks
(303) 896-3040
[email protected]
U S WEST Board Reviews Qwest Bid;
Decides to Take No Action at This Time
DENVER -- U S WEST (NYSE: USW) today announced that its Board of Directors met
and reviewed the unsolicited acquisition proposal made by Qwest Communications
International, Inc. on June 13.
At this time, the Board continues to believe its strategic merger with Global
Crossing announced May 17 provides significant value to U S WEST's shareholders
and will ensure that the strategic vision of U S WEST will be implemented.
The Board review of the Qwest proposal included extensive input from financial
advisors and others. Among the many issues the Board considered in connection
with the current Qwest proposal were:
o The total value creation for the U S WEST shareholders from the current
Qwest proposal;
o The significant volatility of the Qwest stock and the lack of downside
protection if the Qwest stock were to decline as it did after Qwest
announced its proposal on June 13; and
o The lack of assurance that U S WEST's strategies will be executed,
despite the fact that current U S WEST shareholders would represent
more ownership than either Qwest or Frontier in any type of
Qwest/Frontier/U S WEST combination.
U S WEST's Board will continue to monitor events related to the Qwest proposal,
and the Board will take such actions it deems in the best interests of the
shareholders of U S WEST, consistent with the merger of equals agreement that
U S WEST has forged with Global Crossing.
"In addition to our existing voice services, our vision for some time has been
to create a data- and wireless-centric company that provides integrated services
to customers inside our current region and globally," said Sol Trujillo,
chairman, president and CEO of U S WEST.
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U S WEST Board Reviews Qwest Bid -- Page 2
"We continue to support and are excited about the strategy we've put forth. That
strategy will only be enhanced by a transaction that further increases
shareholder value with a deeper and faster development of the strategy.
"We are especially excited about building a 21st century network that will have
both local touch and global reach," added Trujillo. "Our goal is to give
customers end-to-end access and a wide range of broadband and Web-hosted
applications and services."
Key Elements of U S WEST's Data-Centric Network Strategy
U S WEST's deployment of digital network elements and broadband products and
services includes: o A switching network that will be 100 percent digital by end
of 2001. Ninety analog switches in 11
states are being upgraded to advanced digital Lucent 5ESS and Nortel DMS
100 switches.
o 1.7 million fiber miles today, installation of almost 1,000 miles of
fiber-optic cable every month, and 724,000 high-capacity digital lines, up
24 percent from 581,000 a year ago.
o Expansion of an Asynchronous Transfer Mode (ATM) network that consolidates
voice, data and video traffic onto one high-speed backbone. This network
has 93 switches nationwide, letting the company deliver integrated services
to business customers across the U.S.
o U S WEST MegaBit Services, which has almost half the nation's ADSL
customers (based on data from TeleChoice). More than 1,000 DSL Access
Multiplexors have been installed in central offices serving 5.5 million
customer households, and users can choose from more than 250 different
ISPs.
o Choice TV and Online VDSL, which offers the nation's only integrated voice,
video and Internet service over existing phone lines, with 3,500 paying
customers in a Phoenix-area market test.
o U S WEST's data business is growing 67 percent/year, compared to a 26
percent industry average.
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.
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U S WEST Board Reviews Qwest Bid -- Page 3
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.
Further information: Larry Thede, 303-896-3550; Martha Daniele Paine,
303-896-5706; Kent Evans, 303-896-3096.
