U S WEST INC /DE/
8-K, 2000-02-29
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)
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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): February 29, 2000



                                 U S WEST, Inc.
                            (Formerly "USW-C, Inc.")
             (Exact name of registrant as specified in its charter)




<TABLE>
<CAPTION>
<S>                                                 <C>                              <C>
        A Delaware Corporation                      Commission File                  IRS Employer Identification
       (State of Incorporation)                     Number 1-14087                         No. 84-0953188
</TABLE>




                 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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<PAGE>


Item 5.       Other Events

         On February 29, 2000, U S WEST issued a press release which is filed as
an exhibit to this Current Report on Form 8-K.


Item 7.       Exhibits

              (c) Exhibits Index

Exhibit 99 -      Press Release issued by the Company on February 29, 2000
                  entitled "Trujillo Will Not Join the New Qwest; Will Remain
                  as Head of U S WEST Until Merger Closes"




<PAGE>




                                    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
                             ---------------------------------------------------
                             Thomas O. McGimpsey
                             Assistant Secretary

Dated:        February 29, 2000




EXHIBIT 99

U S WEST, Inc.                                                  [U S WEST LOGO]
1801 California Street
Denver, CO  80202

                                  News Release

Release Date:       Tuesday, February 29, 2000

Contact:  Dana Smith                                  Jeremy Story
          (o) 303-896-5528                            (o) 303-965-3235
          (pager) 1-800-700-2425, pin #1475905        (pager)  303-509-6577
          [email protected]                          [email protected]

                      TRUJILLO WILL NOT JOIN THE NEW QWEST;
               WILL REMAIN AS HEAD OF U S WEST UNTIL MERGER CLOSES

NEW ORLEANS -- Following his remarks to the Wireless 2000 conference here today,
Solomon D. Trujillo,  chairman, president and CEO, U S WEST (NYSE: USW), said he
will not be joining  the new Qwest when the merger  with U S WEST  closes  later
this year.  Until then,  he will remain chief  executive of U S WEST to complete
the merger and continue to deploy the company's new  cutting-edge  broadband and
wireless products and services.

In a letter to employees  today,  Trujillo  said,  "When I initiated  the merger
negotiations  last year -- first with Qwest,  then with Global Crossing and back
again to Qwest -- my vision was to create an end-to-end  broadband  network that
provides  customers  advanced,  integrated  services with local touch and global
reach. That vision has now been tested and validated in the marketplace. Despite
early  skepticism,  nearly everyone now agrees that the 'vertical' merger of U S
WEST and Qwest makes great sense.

"During recent months, we have made notable progress in completing the merger --
including timely regulatory approvals and cost-saving synergies. However, we are
now at a critical  point in the  merger.  Even  though we have  agreed on a wide
range of issues, we have not found agreement on key strategic issues,  including
leadership  appointments,  the structure of the organization and the role of the
Office of the Chair.

"For this merger to work for customers and  shareholders  alike, it is essential
for the leadership to be in full alignment on all these key issues. Accordingly,
I have decided to  accommodate  the views of my counterpart so that he can shape
the people selection, organization and governance of the new Qwest by his values
and priorities.

"When  the  merger of U S WEST and  Qwest  closes  later  this  year,  I will be
stepping down from my leadership position. I will not be joining the new Qwest.

"In the meantime,  I will remain as chief executive of U S WEST until the merger
closes, hopefully sometime this summer. During this period I want to continue to
work to ensure that we reach this year's financial and service objectives,  that
we  complete  the merger and that we  continue  to deploy the new  products  and
services  that are  transforming  U S WEST  from a  traditional  local  exchange
carrier into the nation's premier local broadband provider."

About U S WEST

U S WEST (NYSE: USW) is a leading broadband and communications service provider,
with more than $13 billion in annual  revenues.  U S WEST leads the  industry in
deploying next-generation broadband ADSL and VDSL Internet access and data/video
services;  offers the nation's  first and only  'one-number'  advanced  wireless
service that  integrates  customers' home or business phones with their wireless
PCS; and provides multimedia advertising services,  including Internet and print
directories.  The  company has nearly 2 million  miles of deployed  fiber in the
U.S.,  provides local exchange  services to more than 25 million customers in 14
states,  and provides  wireless services to more than 500,000 customers and data
services to more than 800,000 customers nationally.

U  S  WEST  is  merging  with  Qwest   Communications   International  Inc.  The
combination, to be named Qwest Communications  International Inc., will create a
communications powerhouse with a market capitalization of more than $70 billion,
headquartered  in Denver and employing about 64,000 people  worldwide.  U S WEST
and Qwest will unite the nation's most innovative local,  wireless and broadband
communications firm with one of the world's most advanced  fiber-optic  networks
and broadband Internet providers.  Together, the two firms will have more than 3
million miles of deployed fiber in the U.S. and worldwide,  29 million customers
and  a  local  network  that  is  99.2  percent  digitally  switched.  For  more
information about U S WEST, go to http://www.uswest.com.

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