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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: March 15, 2000
(Date of earliest event reported)
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 March 15, 2000, U S WEST, Inc. (the "Company") issued a press
release concerning the extension of the exchange offer for $1.150 billion of
6-7/8% Notes due August 15, 2001 issued by U S WEST Capital Funding, Inc. The
press release 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 March 15, 2000 entitled
"U S WEST, Inc. and U S WEST Capital Funding, Inc. Extend
Exchange Offer for $1.150 Billion of 6-7/8% Notes due August 15,
2001"
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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: March 15, 2000
EXHIBIT 99
[USWEST LOGO]
NEWS FLASH
March 15, 2000
U S WEST, INC. AND U S WEST CAPITAL FUNDING, INC.
EXTEND EXCHANGE OFFER FOR $1.150 BILLION
OF 6 7/8 PERCENT NOTES DUE AUGUST 15, 2001
DENVER, March 15, 2000 - U S WEST, Inc. and U S WEST Capital Funding, Inc. (the
"Companies") have extended to 5 p.m. EST, on March 20, 2000, their offer (the
"Exchange Offer") to exchange 6 7/8 percent notes due August 15, 2001 which have
been registered with the United States Securities and Exchange Commission under
the Securities Act of 1933, as amended (the "Securities Act") ("New Notes") for
their outstanding 6 7/8 percent notes due August 15, 2001 ("Old Notes"). The
offer had been scheduled to expire at 5 p.m. EST on March 15, 2000. As of March
14, 2000, Old Notes in the approximate aggregate principal amount of $566.7
million have been tendered in the Exchange Offer.
For more information, contact the Exchange Agent, Bank One Trust Company,
National Association, Global Corporate Trust Services, 1 Bank One Plaza, One
North State Street, 9th Floor, Chicago, IL 60602. Attention: Exchanges (telecopy
312-407-8853, telephone 800-524-9472, e-mail [email protected]).
Luxembourg holders only may contact the Luxembourg Special Agent, Kredietbank
S.A. Luxembourgeoise, 43 Boulevard Royal, L-2955, Luxembourg, Attention:
Corporate Trust Department (telecopy 352 47 97 73 951, telephone 352 47 97 39
35).
Holders of Old Notes who do not tender before 5 p.m. EST on March 20, 2000, will
continue to hold unregistered securities and will have no right to compel the
Companies to register their Old Notes under the Securities Act.
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 & 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.
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); (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) acceleration of the deployment of additional
services and/or advanced new services to customers, such as broadband data,
wireless (including the purchase of spectrum licenses) and video services, which
would require substantial expenditure of financial and other resources; (vii) a
change in economic conditions in the various markets served by U S WEST's
operations; (viii) higher than anticipated start-up costs associated with new
business opportunities; (ix) delays in U S WEST's ability to begin offering
interLATA long-distance services; (x) consumer acceptance of broadband services,
including telephony, data and wireless services; (xi) delays in the development
of anticipated technologies, or the failure of such technologies to perform
according to expectations; and (xii) timing and completion of the recently
announced merger with Qwest Communications International, Inc. and the
subsequent integration of the businesses of the two companies. 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.
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Further information: Larry Thede, 303-896-3550; Martha Daniele Paine,
303-896-5706; Kent Evans, 303-896-3096.
