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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 10, 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 10, 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 and Qwest Communications
International Inc. on March 10, 2000 entitled "Federal Communications
Commission Approves Qwest-U S West Merger"
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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 13, 2000
Exhibit 99
[Qwest Logo] [U S WEST Logo]
FOR IMMEDIATE RELEASE
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Qwest Media: Qwest Investors: U S West Media: U S West Investors:
Matt Barkett Lee Wolfe David Fish Dave Banks
(303) 992-2085 800-567-7296 (202) 429-3127 (303) 896-3040
[email protected] [email protected] [email protected] [email protected]
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FEDERAL COMMUNICATIONS COMMISSION APPROVES
QWEST-U S WEST MERGER
--Commission Finds Merger in Public Interest--
DENVER, March 10, 2000 -- The Federal Communications Commission (FCC) today
approved the merger of Qwest Communications International Inc. (NYSE: Q), the
broadband Internet communications company, and U S WEST, Inc. (NYSE: USW), a
leading provider of next-generation broadband and communications services. The
FCC's order is contingent only on approving Qwest's plan for divestiture of
in-region long-distance customers prior to merger completion.
"The FCC's prompt action reinforces our belief that this transaction creates a
pro-competitive broadband Internet communications company that is committed to
setting a new standard in delivering superior customer support, advanced
communications services and shareowner value," said Joseph P. Nacchio, Chairman
and CEO of Qwest. "I would like to thank Chairman Kennard, the commissioners and
FCC staff for promptly approving our application. We are confident that the FCC
will conclude quickly that our final divestiture plan meets the requirements of
the Telecommunications Act."
"This is a significant milestone. The FCC's approval clears a major hurdle in
our effort to assemble the first true end-to-end broadband network with global
reach and local touch," said Solomon D. Trujillo, Chairman, President and CEO, U
S WEST. "I think regulators understand why we proposed this merger in the first
place. This isn't your typical, `more-of-the-same' merger. This is a very
different, dynamic combination. It creates an aggressive competitor that will
give customers more choice, and be able to extend next-generation broadband
services across the nation and around the world."
The Qwest-U S WEST merger -- which is expected to close by mid-2000 -- takes a
major step towards completion with this order. Today's action sends a strong
signal that regulators believe U S WEST and Qwest's `vertical' merger of
different but complementary firms will benefit consumers, enhance competition
and speed broader deployment of advanced communications services. Last November,
FCC Chairman Bill Kennard said the Qwest-U S WEST merger was being considered on
a "fast track" because it was a "very different combination" from recent
`horizontal' mergers of similar telecommunications firms.
Last fall, the U. S. Justice Department and the Federal Trade Commission cleared
the merger, and the Securities and Exchange Commission decided not to review it.
In November, shareowners of both companies overwhelmingly approved the merger.
On January 7, the Public Utilities Commission in Colorado, where the two
companies are headquartered, cited benefits to consumers and the public in
granting quick approval for the merger. The merger awaits approval from
commissions in several other states in U S WEST's service territory.
The combined company, to be named Qwest Communications International Inc., will
create a communications powerhouse 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.
About Qwest
Qwest Communications International Inc. (NYSE: Q) is a leader in reliable,
scalable and secure broadband Internet-based data, voice and image
communications for businesses and consumers. The Qwest Macro Capacity(R) Fiber
Network, designed with the newest optical networking equipment for speed and
efficiency, spans more than 25,500 miles in North America. In addition, KPNQwest
(Nasdaq: KQIP), Qwest's European joint venture with KPN, the Dutch
telecommunications company, is building and will operate a high-capacity
European fiber optic, Internet-based network that will span 11,800 miles when it
is completed in 2001. For more information, please visit the Qwest web site at
www.qwest.com.
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. For more information about U
S WEST, go to http://www.uswest.com.
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Safe Harbor: This release may contain forward-looking statements that involve
risks and uncertainties. These statements may differ materially from actual
future events or results. Readers are referred to the documents filed by Qwest
and U S WEST with the SEC, specifically the most recent reports which identify
important risk factors that could cause actual results to differ from those
contained in the forward-looking statements, including potential fluctuations in
quarterly results, dependence on new product development, rapid technological
and market change, failure to maintain rights of way, financial risk management
and future growth subject to risks, Qwest's ability to achieve Year 2000
compliance, and adverse changes in the regulatory or legislative environment,
and failure to complete the merger and achieve projected synergies and financial
results timely or at all. This release may include analysts' estimates and other
information prepared by third parties, for which neither Qwest nor U S WEST
assumes any responsibility. Qwest and U S WEST undertake no obligation to review
or confirm analysts' expectations or estimates or to release publicly any
revisions to any forward-looking statements to reflect events or circumstances
after the date hereof or to reflect the occurrence of unanticipated events.
The Qwest logo is a registered trademark of Qwest Communications International
Inc. in the U.S. and certain other countries. The U S WEST logo is a
registration trademark of U S WEST, Inc. in the U.S.
