<PAGE>
PROSPECTUS SUPPLEMENT RULE 424(B)(5)
(To Prospectus Dated September 12, 1995) Registration No. 033-51125
$500,000,000
U S WEST COMMUNICATIONS, INC.
$250,000,000
6 5/8% NOTES DUE 2005
$250,000,000
7 1/4% DEBENTURES DUE 2025
Interest on the 6 5/8% Notes Due 2005 (the "6 5/8% Notes") and on the 7 1/4%
Debentures Due 2025 (the "7 1/4% Debentures" and, together with the 6 5/8%
Notes, the "Offered Securities") is payable semiannually on March 15 and
September 15 of each year, commencing March 15, 1996. The 6 5/8% Notes will
mature on September 15, 2005 and the 7 1/4% Debentures will mature on September
15, 2025. Neither the 6 5/8% Notes nor the 7 1/4% Debentures will be redeemable
by U S WEST Communications, Inc. (the "Company") prior to maturity.
The Offered Securities will be represented by global securities registered in
the name of a nominee of The Depository Trust Company, as Depositary (the
"Depositary"). Beneficial interests in the Offered Securities will be shown on,
and transfers thereof will be effected only through, records maintained by
participants of the Depositary. Except as described in the accompanying
Prospectus, Offered Securities in certificated form will not be issued in
exchange for the global securities. The Offered Securities will trade in the
Depositary's Same-Day Funds Settlement System until maturity, and secondary
market trading activity will therefore settle in immediately available funds.
All payments of principal and interest will be made by the Company in
immediately available funds. See "Description of Offered Securities -- Same-Day
Settlement and Payment."
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
--------------------------------------------------------------------------------
<TABLE>
<S> <C> <C> <C>
PRICE TO UNDERWRITING PROCEEDS TO
PUBLIC (1) DISCOUNT COMPANY (1) (2)
Per 6 5/8% Note........................... 99.769% .650% 99.119%
Total..................................... $249,422,500 $1,625,000 $247,797,500
Per 7 1/4% Debenture...................... 99.830% .875% 98.955%
Total..................................... $249,575,000 $2,187,500 $247,387,500
-------------------------------------------------------------------------------------------
<FN>
(1) Plus accrued interest, if any, from September 15, 1995 to date of delivery.
(2) Before deduction of expenses payable by the Company estimated at $250,000.
</TABLE>
The Offered Securities are offered subject to receipt and acceptance by the
Underwriters, to prior sale and to the Underwriters' right to reject any order
in whole or in part and to withdraw, cancel or modify the offer without notice.
It is expected that delivery of the global securities will be made through the
facilities of The Depository Trust Company on or about September 15, 1995.
SALOMON BROTHERS INC
GOLDMAN, SACHS & CO.
LEHMAN BROTHERS
MERRILL LYNCH & CO.
MORGAN STANLEY & CO.
INCORPORATED
The date of this Prospectus Supplement is September 12, 1995.
<PAGE>
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE OFFERED
SECURITIES OFFERED HEREBY AT LEVELS ABOVE THOSE WHICH MIGHT OTHERWISE PREVAIL IN
THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY
TIME.
S-2
<PAGE>
COMPANY FINANCIAL INFORMATION
The following tables set forth the historical statements of operations of
the Company for the periods indicated and the condensed balance sheets of the
Company as of December 31, 1994 and June 30, 1995. The statements of operations
presented below for each of the three years in the period ended December 31,
1994 and the balance sheet as of December 31, 1994, have been derived from and
should be read in conjunction with the audited consolidated financial statements
and notes thereto of the Company included in its Annual Report on Form 10-K for
the year ended December 31, 1994, incorporated by reference in this Prospectus
Supplement and the Prospectus. The financial data presented below for the six
months ended June 30, 1995 and 1994 have been derived from and should be read in
conjunction with the unaudited interim financial statements and notes thereto of
the Company included in its Quarterly Report on Form 10-Q for the six months
ended June 30, 1995, incorporated by reference in this Prospectus Supplement and
the Prospectus. In the opinion of the Company, such unaudited interim financial
statements have been prepared on the same basis as the audited consolidated
financial statements and include all adjustments, consisting only of normal
recurring adjustments, necessary for a fair presentation of the data shown for
the interim periods. Results for the six months ended June 30, 1995 are not
necessarily indicative of results for the full year.
S-3
<PAGE>
STATEMENTS OF OPERATIONS
(DOLLARS IN MILLIONS)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
YEAR ENDED DECEMBER 31, JUNE 30,
------------------------------- --------------------
1992 1993 1994 1994 1995
--------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
OPERATING REVENUES
Local service........................................... $ 3,674 $ 3,829 $ 4,067 $ 2,001 $ 2,126
Interstate access service............................... 2,047 2,147 2,269 1,118 1,180
Intrastate access service............................... 673 682 729 353 372
Long-distance network service........................... 1,420 1,442 1,329 696 593
Other services.......................................... 510 556 604 293 304
--------- --------- --------- --------- ---------
Total operating revenues.............................. 8,324 8,656 8,998 4,461 4,575
--------- --------- --------- --------- ---------
OPERATING EXPENSES
Employee-related expenses............................... 2,829 2,870 2,930 1,455 1,497
Other operating expenses................................ 1,590 1,646 1,653 799 756
Taxes other than income taxes........................... 348 380 378 195 207
Depreciation and amortization........................... 1,735 1,806 1,887 935 992
Restructuring charge.................................... -- 880 -- -- --
--------- --------- --------- --------- ---------
Total operating expenses.............................. 6,502 7,582 6,848 3,384 3,452
--------- --------- --------- --------- ---------
Income from operations............................ 1,822 1,074 2,150 1,077 1,123
Interest expense........................................ 402 374 331 161 186
Gain on sales of rural telephone exchanges.............. -- -- 82 48 78
Other expense, net...................................... 35 13 20 17 33
--------- --------- --------- --------- ---------
Income before income taxes, extraordinary items and
cumulative effect of change in accounting principles..... 1,385 687 1,881 947 982
Provision for income taxes.............................. 435 252 706 355 370
--------- --------- --------- --------- ---------
Income before extraordinary items and cumulative effect of
change in accounting principles.......................... 950 435 1,175 592 612
Extraordinary items:
Discontinuance of SFAS No. 71, net of tax............... -- (3,041) -- -- --
Early extinguishment of debt, net of tax................ -- (77) -- -- --
Cumulative effect of change in accounting principles
(accounting for postemployment and postretirement
benefits), net of tax.................................. (1,724) -- -- -- --
--------- --------- --------- --------- ---------
NET INCOME (LOSS)......................................... $ (774) $ (2,683) $ 1,175 $ 592 $ 612
--------- --------- --------- --------- ---------
--------- --------- --------- --------- ---------
</TABLE>
S-4
<PAGE>
CONDENSED BALANCE SHEETS
(DOLLARS IN MILLIONS)
<TABLE>
<CAPTION>
AS OF AS OF
DECEMBER 31, JUNE 30,
1994 1995
-------------- ---------
<S> <C> <C>
ASSETS
Total current assets.................................................................. $ 2,012 $ 2,078
Gross property, plant and equipment................................................... 29,406 29,972
Less accumulated depreciation....................................................... 16,444 16,983
-------------- ---------
Property, plant and equipment-net..................................................... 12,962 12,989
Other assets.......................................................................... 726 761
-------------- ---------
Total assets.......................................................................... $ 15,700 $ 15,828
-------------- ---------
-------------- ---------
LIABILITIES AND SHAREOWNER'S EQUITY
Total current liabilities............................................................. $ 3,851 $ 4,608
Long-term debt........................................................................ 4,242 3,977
Postretirement and other postemployment benefit obligations........................... 2,393 2,196
Deferred taxes, credits and other..................................................... 1,530 1,363
Shareowner's equity:
Common shares....................................................................... 7,286 7,286
Cumulative deficit.................................................................. (3,602) (3,602)
-------------- ---------
Total shareowner's equity........................................................... 3,684 3,684
-------------- ---------
Total liabilities and shareowner's equity............................................. $ 15,700 $ 15,828
-------------- ---------
-------------- ---------
</TABLE>
S-5
<PAGE>
RECENT DEVELOPMENTS
THE COMPANY IS AN INDIRECT, WHOLLY OWNED SUBSIDIARY OF U S WEST, INC., A
COLORADO CORPORATION ("U S WEST"). THE FOLLOWING INFORMATION CONCERNING THE
COMPANY AND U S WEST SUPPLEMENTS, AND SHOULD BE READ IN CONJUNCTION WITH, THE
INFORMATION CONTAINED IN THE ACCOMPANYING PROSPECTUS. CAPITALIZED TERMS USED IN
THE PROSPECTUS SUPPLEMENT HAVE THE SAME MEANINGS AS IN THE ACCOMPANYING
PROSPECTUS.
THE RECAPITALIZATION PLAN. U S WEST has announced a plan (the
"Recapitalization Plan") that will change its state of incorporation from
Colorado to Delaware and create two classes of common stock that are intended to
reflect separately the performance of two segments of U S WEST: the U S WEST
Communications Group (the "Communications Group") and the U S WEST Media Group
(the "Media Group"). The Communications Group consists primarily of the Company,
and the Media Group is comprised of (i) cable and telecommunications network
businesses outside the Company's 14-state region (the "Communications Group
Region") and internationally, (ii) domestic and international wireless
communications network businesses and (iii) domestic and international
multimedia content and services businesses. Under the Recapitalization Plan,
each outstanding share of common stock of U S WEST will be converted into one
share of U S WEST Communications Group Common Stock, which is intended to
reflect separately the performance of the Communications Group, and one share of
U S WEST Media Group Common Stock, which is intended to reflect separately the
performance of the Media Group.
The Recapitalization Plan would enable U S WEST to report the results of the
Media Group separately from the results of the Communications Group and thereby
give stockholders a better understanding of these businesses without diminishing
the benefits of remaining a single corporation. Investors would be afforded the
ability to invest in either or both stocks depending upon their investment
objectives. The Recapitalization Plan will require the approval of U S WEST's
shareholders. U S WEST will seek such approval at a special meeting of
shareholders to be held on October 31, 1995. The Recapitalization Plan will not
result in the transfer of any assets from U S WEST or any of its subsidiaries,
including the Company, or alter the legal nature of the Company's obligations to
creditors, including its obligations under the Offered Securities.
The Recapitalization Plan is not expected to have any adverse impact on the
Company's credit rating. However, in connection with the Media Group's growth
strategy, U S WEST from time to time engages in discussions regarding
acquisitions. U S WEST may fund any such acquisitions, if consummated, with
internally generated funds, debt or equity. The incurrence of indebtedness to
fund such acquisition and/or the assumption of indebtedness in connection with
such acquisitions could result in a downgrading of the Company's credit rating.
DEVELOPMENT OF BROADBAND NETWORK. In 1993, U S WEST announced its intention
to build an interactive multimedia telecommunications network (the "Broadband
Network") capable of providing voice, data and video services to customers
within the Communications Group Region. The Communications Group expects to
ultimately deliver a variety of integrated communications, entertainment,
information and transaction products and services and other high-speed digital
services, including data applications, through the Broadband Network in selected
areas of the Communications Group Region. These integrated services, including
video-on-demand, targeted advertising, home shopping, interactive games,
high-definition broadcast television and two-way, video telephony are expected
to become available over time as the Broadband Network develops. The Company
began limited testing of the Broadband Network in Omaha, Nebraska in December
1994. A market trial in the Omaha area that will cover up to 50,000 homes
commenced in August 1995. The offering of interactive video services over the
Broadband Network is subject to regulation by the Federal Communications
Commission (the "FCC").
In early 1994, the Company filed applications with the FCC to install
Broadband Network architecture in Denver; Minneapolis-St. Paul; Salt Lake City;
Boise; and Portland, Oregon (collectively, the "Broadband Applications"). In May
1995, however, in order to fully assess the results of the Omaha trials
S-6
<PAGE>
and examine alternative technologies, including wireless cable and direct
broadcast satellite services, the Company withdrew the Broadband Applications.
The Communications Group plans to incorporate the results of the Omaha trials,
as well as applicable new technologies, into its Broadband Network architecture
in order to develop an advanced Broadband Network that is responsive to the
needs of customers. This strategy may also include selective investments in
wireless cable companies by the Company.
FUTURE REGULATION AND LEGISLATION. As competitive pressures grow, there
will be increasing regulatory and legislative activity before both the state
public utility commissions and the FCC concerning the terms and conditions
pursuant to which competing providers, such as competitive access providers,
local exchange providers, and information service providers, are permitted to
interconnect with, and bypass portions of, the Company's wireline network, as
well as other competition-related issues such as unbundling, local market entry,
intraLATA toll competition, number portability, and universal service support.
The ultimate resolution of such issues by regulators may have a significant
impact upon the future competitive position of the communications service of the
Company.
Though Congress failed to pass telecommunications reform legislation in
1994, new telecommunications legislation has been introduced in both houses in
1995. The Senate passed a bill on June 16, 1995 and the House of Representatives
passed a bill on August 4, 1995. The thrust of these bills is to open up the
network of local exchange carriers entering into other lines of business. The
proposed legislation would (i) open local exchange service to competition and
preempt states from imposing barriers preventing such competition, (ii) impose
new unbundling and interconnection requirements on local exchange carrier
networks, (iii) remove prohibitions on interLATA services and manufacturing
imposed by the court approved consent decree entitled the Modification of Final
Judgment ("MFJ"), which arose out of an antitrust action brought by the U.S.
Department of Justice against AT&T, if certain competitive conditions are met,
(iv) transfer any remaining MFJ requirements (including the MFJ's
nondiscrimination provisions) to the FCC's jurisdiction, (v) impose requirements
to conduct certain competitive activities only through structurally separate
affiliates and (vi) eliminate many of the remaining cable and telephone company
cross-ownership restrictions. There is, however, uncertainty concerning whether
key differences between the House and Senate bills could be resolved in
Conference Committee and, if so, whether the resulting bill will survive a
threatened veto by President Clinton. The passing of such legislation would
significantly change the competitive landscape of the telecommunications
industry as a whole.
USE OF PROCEEDS
The Company intends to apply the net proceeds from the sale of the Offered
Securities primarily to the repayment of a portion of commercial paper
indebtedness incurred in connection with the redemption of long-term debt,
though some of such proceeds may also be applied to general corporate purposes,
including extensions, additions and improvements of the Company's plant. For the
fiscal year ended December 31, 1994, the Company's commercial paper carried a
weighted average interest cost of 4.38%. For the six months ended June 30, 1995,
the Company's commerical paper carried a weighted average interest cost of
6.08%.
DESCRIPTION OF OFFERED SECURITIES
GENERAL
The 6 5/8% Notes and the 7 1/4% Debentures will be issued as separate series
of Debt Securities (which are more fully described in the accompanying
Prospectus) under an Indenture, dated as of April 15, 1990, supplemented as of
April 16, 1991, and amended by the Trust Indenture Reform Act of 1990 (as
supplemented and amended, the "Indenture"), between the Company and The First
National Bank of Chicago, as Trustee (the "Trustee"). Provisions of the
Indenture are more fully described under
S-7
<PAGE>
"Description of Debt Securities" in the accompanying Prospectus to which
reference is hereby made. At the date of this Prospectus Supplement,
$2,985,150,000 principal amount of Debt Securities has been issued under the
Indenture and $2,207,150,000 principal amount of such Debt Securities is
outstanding.
The 6 5/8% Notes will mature on September 15, 2005 and will be limited to
$250,000,000 aggregate principal amount. The 7 1/4% Debentures will mature on
September 15, 2025 and will be limited to $250,000,000 aggregate principal
amount. Interest on the 6 5/8% Notes and the 7 1/4% Debentures will accrue from
September 15, 1995 and will be payable semiannually, on each March 15 and
September 15, beginning March 15, 1996, to the persons in whose names the
applicable Offered Securities are registered at the close of business on the
March 1 or September 1 prior to the payment date at the annual rates set forth
on the cover page of this Prospectus Supplement.
The Offered Securities will be issued only in book-entry form through the
facilities of the Depositary, and will be in denominations of $1,000 and
integral multiples thereof. Transfers or exchanges of Offered Securities in
book-entry form may be effected only through a participating member of the
Depositary. See "Global Securities" below. As described in the accompanying
Prospectus, under certain limited circumstances Offered Securities may be issued
in certificated form in exchange for the global securities (the "Global
Securities"). In the event that Offered Securities are issued in certificated
form, such Offered Securities may be transferred or exchanged at the offices
described in the immediately following paragraph.
Payments on Offered Securities issued in book-entry form will be made to the
Depositary. In the event Offered Securities are issued in certificated form,
principal and interest, if any, will be payable, the transfer of the Offered
Securities will be registrable, and Offered Securities will be exchangeable for
Offered Securities bearing identical terms and provisions at the office of the
Trustee in The City of New York designated for such purpose, provided that
payment of interest, other than interest payable at maturity, may be made at the
option of the Company by check mailed to the address of the person entitled
thereto as shown on the Debt Securities Register.
REDEMPTION
Neither the 6 5/8% Notes nor the 7 1/4% Debentures will be redeemable prior
to maturity.
GLOBAL SECURITIES
The Offered Securities will be issued in the form of Global Securities
deposited with, or on behalf of, the Depositary and registered in the name of a
nominee of the Depositary. Except under the limited circumstances described in
the Prospectus under "Description of Debt Securities--Global Securities", owners
of beneficial interests in the Global Securities will not be entitled to
physical delivery of Offered Securities in certificated form. The Global
Securities may not be transferred except as a whole by the Depositary to a
nominee of the Depositary or by a nominee of the Depositary to the Depositary or
another nominee of the Depositary or by the Depositary or any nominee to a
successor of the Depositary or a nominee of such successor.
The Depositary has advised the Company and the Underwriters as follows: The
Depositary is a limited-purpose trust company organized under the New York
Banking Law, a "banking organization" within the meaning of the New York Banking
Law, a member of the Federal Reserve System, a "clearing corporation" within the
meaning of the New York Uniform Commercial Code, and a "clearing agency"
registered pursuant to the provisions of Section 17A of the Securities Exchange
Act of 1934. The Depositary holds securities that its participants
("Participants") deposit with the Depositary. The Depositary also facilities the
settlement among Participants of securities transactions, such as transfers and
pledges, in deposited securities through electronic computerized book-entry
changes in Participants' accounts, thereby eliminating the need for physical
movement of securities certificates. Direct Participants include securities
brokers and dealers, banks, trust companies, clearing corporations, and certain
other organizations. The Depositary is owned by a number of its Direct
Participants and by the New York Stock Exchange, Inc., the American Stock
Exchange, Inc., and the National Association of Securities Dealers, Inc. Access
to the Depositary's system is also available to others such as securities
brokers and
S-8
<PAGE>
dealers, banks, and trust companies that clear through or maintain a custodial
relationship with a Direct Participant, either directly or indirectly. The Rules
applicable to the Depositary and its Participants are on file with the
Securities and Exchange Commission.
A further description of the Depositary's procedures with respect to the
Global Securities is set forth in the Prospectus under "Description of
Debt--Securities Global Securities".
SAME-DAY SETTLEMENT AND PAYMENT
Settlement for the Offered Securities will be made by the Underwriters in
immediately available funds. So long as the Depositary continues to make its
Same-Day Funds Settlement System available to the Company, all payments of
principal of and interest on the Offered Securities will be made by the Company
in immediately available funds.
Secondary trading in long-term notes, debentures and bonds of corporate
issuers is generally settled in clearinghouse or next-day funds. In contrast,
the Offered Securities will trade in the Depositary's Same-Day Funds Settlement
System, and secondary market trading activity in the Offered Securities will
therefore be required by the Depositary to settle in immediately available
funds. No assurance can be given as to the effect, if any, of settlement in
immediately available funds on trading activity in the Offered Securities.
UNDERWRITING
Subject to the terms and conditions set forth in the Terms Agreement, dated
September 12, 1995, and the Underwriting Agreement--Basic Provisions
incorporated therein (together, the "Underwriting Agreement"), the Company has
agreed to sell to each of the Underwriters named below, and each of the
Underwriters has severally agreed to purchase, the principal amount of 6 5/8%
Notes and 7 1/4% Debentures set forth opposite its name below:
<TABLE>
<CAPTION>
PRINCIPAL PRINCIPAL
AMOUNT OF AMOUNT OF
UNDERWRITER 6 5/8% NOTES 7 1/4% DEBENTURES
----------------------------------------------------------------------------- ---------------- -----------------
<S> <C> <C>
Salomon Brothers Inc......................................................... $ 50,000,000 $ 50,000,000
Goldman, Sachs & Co.......................................................... 50,000,000 50,000,000
Lehman Brothers Inc.......................................................... 50,000,000 50,000,000
Merrill Lynch, Pierce, Fenner & Smith Incorporated........................... 50,000,000 50,000,000
Morgan Stanley & Co. Incorporated............................................ 50,000,000 50,000,000
---------------- -----------------
Total.................................................................... $ 250,000,000 $ 250,000,000
---------------- -----------------
---------------- -----------------
</TABLE>
The Underwriting Agreement provides that the Underwriters are committed to
purchase all of the Offered Securities if any are purchased.
The Underwriters propose initially to offer the Offered Securities to the
public at the respective public offering prices set forth on the cover page of
this Prospectus Supplement, and to certain dealers at such prices less a
concession not in excess of, in the case of the 6 5/8% Notes, .400% of the
principal amount thereof, and in the case of the 7 1/4% Debentures, .500% of the
principal amount thereof. The Underwriters may allow, and such dealers may
reallow, a concession not in excess of .250% of the principal amount of the
Offered Securities to certain other dealers. After the initial offering, the
public offering prices and such concessions may be changed.
The Offered Securities are new issues of securities with no established
trading markets. The Company has been advised by the Underwriters that they
intend to make markets in the Offered Securities but are not obligated to do so,
and may discontinue market making at any time without notice. No assurance can
be given as to the liquidity of the trading markets for the Offered Securities.
S-9
<PAGE>
The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933.
The Underwriters perform investment banking and other financial services for
the Company and certain of its affiliates in the ordinary course of business.
LEGAL OPINIONS
Certain legal matters relating to the Offered Securities will be passed upon
for the Company by Weil, Gotshal & Manges, 767 Fifth Avenue, New York, New York
10153 and by Stephen E. Brilz, Senior Attorney and Assistant Secretary of U S
WEST, Inc. and for the Underwriters by Brown & Wood, One World Trade Center, New
York, New York 10048-0557.
S-10
<PAGE>
PROSPECTUS
$500,000,000
U S WEST COMMUNICATIONS, INC.
DEBT SECURITIES
U S WEST Communications, Inc. (the "Company") from time to time may offer its
notes, debentures or other debt securities (the "Debt Securities"), in one or
more series, up to an aggregate principal amount of $500,000,000.
When a particular series of Debt Securities is offered, a supplement to this
Prospectus will be delivered (the "Prospectus Supplement") together with this
Prospectus setting forth the terms of such Debt Securities, including, where
applicable, the specific designation, aggregate principal amount, denominations,
maturity, rate (which may be fixed or variable) and time of payment of interest,
any terms for redemption at the option of the Company, any terms for sinking
fund payments, the initial public offering price, the names of, and the
principal amounts to be purchased by, underwriters and the compensation of such
underwriters, any listing of the Debt Securities on a securities exchange and
the other terms in connection with the offering and sale of such Debt
Securities.
The Company may sell the Debt Securities to or through underwriters, and also
may sell the Debt Securities directly to other purchasers or through agents or
dealers. See "Plan of Distribution".
-------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
-------------------
The date of this Prospectus is September 12, 1995.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 (the "Exchange Act") and in accordance therewith files
reports and other information with the Securities and Exchange Commission (the
"Commission"). Reports and other information concerning the Company can be
inspected and copied at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, as well as the
following Commission Regional Offices: at Seven World Trade Center, 13th Floor,
New York, New York 10048, and Citicorp Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60661. Copies can be obtained by mail at prescribed
rates. Requests should be directed to the Commission's Public Reference Section,
Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549. In
addition, such reports and other information concerning the Company can be
inspected at the offices of the New York Stock Exchange, Inc., 20 Broad Street,
New York, New York 1005.
The Company has filed with the Commission a registration statement on Form
S-3 (herein, together with all amendments and exhibits, referred to as the
"Registration Statement") under the Securities Act of 1933 (the "Securities
Act"). This Prospectus does not contain all of the information set forth in the
Registration Statement, certain parts of which are omitted in accordance with
the rules and regulations of the Commission. For further information, reference
is hereby made to the Registration Statement.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents have been filed by the Company with the Commission
(File No. 1-3040) and are incorporated herein by reference:
(1) Annual Report on Form 10-K for the year ended December 31, 1994.
(2) Quarterly Reports on Form 10-Q for the quarters ended March 31, 1995
and June 30, 1995.
(3) Current Reports on Form 8-K dated June 20, 1995.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the termination of the offering of the Debt Securities shall be deemed to be
incorporated by reference into this Prospectus and to be a part hereof from the
date any such document is filed.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.
THE COMPANY WILL PROVIDE WITHOUT CHARGE TO EACH PERSON TO WHOM A PROSPECTUS
IS DELIVERED, UPON WRITTEN OR ORAL REQUEST OF SUCH PERSON, A COPY OF ANY OR ALL
OF THE DOCUMENTS WHICH ARE INCORPORATED BY REFERENCE HEREIN, OTHER THAN EXHIBITS
TO SUCH DOCUMENTS WHICH ARE NOT SPECIFICALLY INCORPORATED BY REFERENCE THEREIN.
REQUESTS SHOULD BE DIRECTED TO THE TREASURER, ROOM 5200, U S WEST
COMMUNICATIONS, INC. 1801 CALIFORNIA STREET, DENVER, COLORADO 80202 (TELEPHONE
(303) 896-2355).
THE COMPANY
The Company is engaged in the business of providing regulated communications
services in the states of Arizona, Colorado, Idaho, Iowa, Minnesota, Montana,
Nebraska, New Mexico, North Dakota, Oregon, South Dakota, Utah, Washington and
Wyoming. Prior to its divestiture by American Telephone and Telegraph Company
("AT&T") on January 1, 1984, the Company was an associated company of the Bell
System and a wholly owned subsidiary of AT&T. On January 1, 1984, the Company
became an indirect, wholly owned subsidiary of U S WEST, Inc. ("U S WEST"), one
of the seven regional holding
2
<PAGE>
companies formed by AT&T in connection with the court-ordered divestiture by
AT&T of certain portions of its 22 wholly owned operating telephone companies.
Also on January 1, 1984, ownership of U S WEST passed from AT&T directly to
AT&T's shareholders.
Effective January 1, 1991, Northwestern Bell Telephone Company
("Northwestern Bell") and Pacific Northwest Bell Telephone Company ("Pacific
Northwest Bell"), each an indirect, wholly owned subsidiary of U S WEST, were
merged with and into the Company, formerly The Mountain States Telephone and
Telegraph Company, pursuant to plans of merger (the "Merger"). All of the
issued and outstanding shares of capital stock in Northwestern Bell and Pacific
Northwest Bell were surrendered and cancelled pursuant to the terms of the
Merger. The issued and outstanding shares of capital stock of the Company were
not affected as a result of the Merger and remain outstanding.
As a result of the Merger, the separate existences of Northwestern Bell and
Pacific Northwest Bell have ceased.
The Company, incorporated under the laws of the State of Colorado, has its
principal executive offices at 1801 California Street, Denver, Colorado 80202
(telephone number (303) 896-2355).
USE OF PROCEEDS
The Company intends to apply the net proceeds from the sale of the Debt
Securities primarily to the repayment of a portion of its commercial paper
indebtedness, though some of such proceeds may also be applied to general
corporate purposes, including extensions, additions and improvements of the
Company's plant.
The Company has been making, and expects to continue to make, capital
expenditures to meet the demand for telecommunications services and to further
improve such services. Capital expenditures were approximately $2.5 billion in
1994 and are planned to be approximately $2.1 billion in 1995. The Company
anticipates that its capital expenditures will be financed primarily by cashflow
from operations, though it may be necessary to obtain some of such capital
through additional debt and/or equity investments by U S WEST.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the ratios of earnings to fixed charges of
the Company for the periods indicated.
<TABLE>
<CAPTION>
SIX MONTHS ENDED
YEAR ENDED DECEMBER 31, JUNE 30,
----------------------------------------------------- --------------------
1990 1991 1992 1993 1994 1994 1995
--------- --------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Ratio of Earnings to Fixed Charges..... 4.00 3.33 3.97 2.56 5.22 5.45 5.08
</TABLE>
For the purpose of calculating this ratio, earnings consist of income before
income taxes and fixed charges. Fixed charges include interest on indebtedness
and the portion of rentals representative of the interest factor. The 1993 ratio
is based on earnings before extraordinary charges associated with the decision
to discontinue accounting for the operations of the Company in accordance with
Statement of Financial Accounting Standard No. 71 and the early extinguishment
of debt. In addition, the 1993 ratio includes a restructuring charge of $880
million. Excluding the restructuring charge, the ratio of earnings to fixed
charges would have been 4.55. The 1992 ratio is based on earnings before the
cumulative effect of a change in accounting principles relating to
post-retirement and post-employment benefits. The 1991 ratio includes a
restructuring charge of $240 million. Excluding the restructuring charge, the
ratio of earnings to fixed charges would have been 3.81.
3
<PAGE>
DESCRIPTION OF DEBT SECURITIES
The following description of the Debt Securities sets forth certain general
terms and provisions to which any Prospectus Supplement may relate. The
particular terms and provisions of the series of Debt Securities offered by a
Prospectus Supplement and the extent to which such general terms and provisions
described below may apply thereto, will be described in the Prospectus
Supplement relating to such series of Debt Securities.
The Debt Securities are to be issued under an Indenture, dated as of April
15, 1990 and supplemented as of April 16, 1991, and as amended by the Trust
Indenture Reform Act of 1990 (as supplemented and amended, the "Indenture"),
between the Company and The First National Bank of Chicago, as Trustee
("Trustee"). The following summaries of certain provisions of the Debt
Securities and the Indenture do not purport to be complete and are subject to,
and are qualified in their entirety by reference to, all provisions of the
Indenture, including the definitions therein of certain terms. Wherever
particular sections or defined terms of the Indenture are referred to, it is
intended that such sections or defined terms shall be incorporated herein by
reference.
GENERAL
The Indenture does not limit the amount of Debt Securities which can be
issued thereunder and additional debt securities may be issued thereunder up to
the aggregate principal amount which may be authorized from time to time by, or
pursuant to a resolution of, the Company's Board of Directors or by a
supplemental indenture. Reference is made to the Prospectus Supplement for the
following terms of the particular series of Debt Securities being offered
hereby: (i) the title of the Debt Securities of the series; (ii) any limit upon
the aggregate principal amount of the Debt Securities of the series; (iii) the
date or dates on which the principal of the Debt Securities of the series will
mature; (iv) the rate or rates (or manner of calculation thereof), if any, at
which the Debt Securities of the series will bear interest, the date or dates
from which any such interest will accrue and on which such interest will be
payable, and, with respect to Debt Securities of the series in registered form,
the record date for the interest payable on any interest payment date; (v) the
place or places where the principal of and interest, if any, on the Debt
Securities of the series will be payable; (vi) any redemption or sinking fund
provisions; (vii) if other than the principal amount thereof, the portion of the
principal amount of Debt Securities of the series which will be payable upon
declaration of acceleration of the maturity thereof; (viii) whether the Debt
Securities of the series will be issuable in registered or bearer form or both,
any restrictions applicable to the offer, sale or delivery of Debt Securities in
bearer form ("bearer Debt Securities") and whether and the terms upon which
bearer Debt Securities will be exchangeable for Debt Securities in registered
form ("registered Debt Securities") and vice versa; (ix) whether and under what
circumstances the Company will pay additional amounts on the Debt Securities of
the series held by a person who is not a U.S. person (as defined below) in
respect of taxes or similar charges withheld or deducted and, if so, whether the
Company will have the option to redeem such Debt Securities rather than pay such
additional amounts; and (x) any additional provisions or other special terms not
inconsistent with the provisions of the Indenture, including any terms which may
be required by or advisable under United States laws or regulations or advisable
in connection with the marketing of Debt Securities of such series. (Sections
2.01 and 2.02.) To the extent not described herein, principal, premium, if any,
and interest, if any, will be payable, and the Debt Securities of a particular
series will be transferable, in the manner described in the Prospectus
Supplement relating to such series.
Each series of Debt Securities will constitute unsecured and unsubordinated
indebtedness of the Company and will rank on a parity with the Company's other
unsecured and unsubordinated indebtedness.
Debt Securities of any series may be issued as registered Debt Securities or
bearer Debt Securities or both as specified in the terms of the series. Unless
otherwise indicated in the applicable Prospectus Supplement, Debt Securities
will be issued in denominations of $1,000 and integral multiples thereof and
bearer Debt Securities will not be offered, sold, resold or delivered to U.S.
persons in connection with their original issuance. For purposes of this
Prospectus, "U.S. person" means a citizen, national or
4
<PAGE>
resident of the United States, a corporation, partnership or other entity
created or organized in or under the laws of the United States or any political
subdivision thereof, or an estate or trust which is subject to United States
Federal income taxation regardless of its source of income.
To the extent set forth in the Prospectus Supplement, except in special
circumstances set forth in the Indenture, interest on bearer Debt Securities
will be payable only against presentation and surrender of the coupons for the
interest installments evidenced thereby as they mature at a paying agency of the
Company located outside of the United States and its possessions. (Section
2.05(c).) The Company will maintain such an agency for a period of two years
after the principal of such bearer Debt Securities has become due and payable.
During any period thereafter for which it is necessary in order to conform to
United States tax law or regulations, the Company will maintain a paying agent
outside the United States and its possessions to which the bearer Debt
Securities may be presented for payment and will provide the necessary funds
therefor to such paying agent upon reasonable notice. (Section 2.04.)
Bearer Debt Securities and the coupons related thereto will be transferable
by delivery. (Section 2.08(e).)
GLOBAL SECURITIES
The Debt Securities of a series may be issued in whole or in part in the
form of one or more Global Securities that will be deposited with, or on behalf
of, a depositary (the "Depositary") identified in the Prospectus Supplement
relating to such series. Global Securities may be issued in either registered or
bearer form and in either temporary or permanent form. Unless and until it is
exchanged in whole or in part for Debt Securities in definitive form, a Global
Security may not be transferred except as a whole by the Depositary for such
Global Security to a nominee of such Depositary or by a nominee of such
Depositary to such Depositary or another nominee of such Depositary or by such
Depositary or any such nominee to a successor of such Depositary or a nominee of
such successor.
The specific terms of the depositary arrangement with respect to any Debt
Securities of a series, to the extent they are materially different from those
described herein, will be described in the Prospectus Supplement relating to
such series. The Company anticipates that the following provisions will apply to
all depositary arrangements.
Upon the issuance of a Global Security, the Depositary for such Global
Security will credit, on its book-entry registration and transfer system, the
respective principal amounts of the Debt Securities represented by such Global
Security to the accounts of institutions that have accounts with such Depositary
("participants"). The accounts to be credited shall be designated by the
underwriters or agents of such Debt Securities or by the Company, if such Debt
Securities are offered and sold directly by the Company. Ownership of beneficial
interests in a Global Security will be limited to participants or persons that
may hold interests through participants. Ownership of beneficial interests in
such Global Security will be shown on, and the transfer of that ownership will
be effected only through, records maintained by the Depositary for such Global
Security or by participants or persons that hold through participants. The laws
of some states require that certain purchasers of securities take physical
delivery of such securities in definitive form. Such limits and such laws may
impair the ability to transfer beneficial interests in a Global Security.
So long as the Depositary for a Global Security, or its nominee, is the
owner of such Global Security, such Depositary or such nominee, as the case may
be, will be considered the sole owner or holder of the Debt Securities
represented by such Global Security for all purposes under the Indenture
governing such Debt Securities. Except as set forth below, owners of beneficial
interests in a Global Security will not be entitled to have Debt Securities of
the series represented by such Global Security registered in their names, will
not receive or be entitled to receive physical delivery of Debt Securities of
such series in definitive form and will not be considered the owners or holders
thereof under the Indenture governing such Debt Securities.
Principal, premium, if any, and interest payments on Debt Securities
registered in the name of or held by a Depositary or its nominee will be made to
the Depositary or its nominee, as the case may be, as the registered owner or
the holder of the Global Security representing such Debt Securities. Neither of
5
<PAGE>
the Company, the Trustee for such Debt Securities, or any paying agent for such
Debt Securities will have any responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial ownership
interests in a Global Security for such Debt Securities or for maintaining,
supervising or reviewing any records relating to such beneficial ownership
interests.
The Company expects that the Depositary for Debt Securities of a series,
upon receipt of any payment of principal, premium or interest in respect of a
permanent Global Security, will credit immediately participants' accounts with
payments in amounts proportionate to their respective beneficial interests in
the principal amount of such Global Security as shown on the records of such
Depositary. The Company also expects that payments by participants to owners of
beneficial interests in such Global Security held through such participants,
will be governed by standing instructions and customary practices, as is now the
case with securities held for the accounts of customers in bearer form or
registered in "street name", and will be the responsibility of such
participants.
If a Depositary for Debt Securities of a series is at any time unwilling or
unable to continue as depositary and a successor depositary is not appointed by
the Company within ninety days, the Company will issue Debt Securities of such
series in definitive form in exchange for the Global Security or Securities
representing the Debt Securities of such series. In addition, the Company may at
any time and in its sole discretion determine not to have any Debt Securities of
a series represented by one or more Global Securities and, in such event, will
issue Debt Securities of such series in definitive form in exchange for the
Global Security or Securities representing such Debt Securities. In any such
instance, an owner of a beneficial interest in a Global Security will be
entitled to physical delivery in definitive form of Debt Securities of the
series represented by such Global Security equal in principal amount to such
beneficial interest and to have such Debt Securities registered in its name (if
the Debt Securities of such series are issuable as Registered Securities). Debt
Securities of such series so issued in definitive form will be issued as
Registered Securities in denominations, unless otherwise specified by the
Company, of $1,000 and integral multiples of $1,000 in excess thereof if the
Debt Securities of such series are issuable as Registered Securities.
EXCHANGE OF SECURITIES
To the extent permitted by the terms of a series of Debt Securities
authorized to be issued in registered form and bearer form, bearer Debt
Securities may be exchanged for an equal aggregate principal amount of
registered or bearer form Debt Securities of the same series and date of
maturity in such authorized denominations as may be requested upon surrender of
the bearer Debt Securities with all unpaid coupons relating thereto at an agency
of the Company maintained for such purpose and upon fulfillment of all other
requirements of such agent. (Section 2.08(b).) As of the date of this
Prospectus, temporary United States Treasury regulations do not permit exchanges
of registered Debt Securities for bearer Debt Securities and unless such
regulations are modified, the terms of a series of Debt Securities will not
permit registered Debt Securities to be exchanged for bearer Debt Securities.
LIENS ON ASSETS
If at any time the Company mortgages, pledges or otherwise subjects to any
lien the whole or any part of any property or assets now owned or hereafter
acquired by it, except as hereinafter provided, the Company will secure the
outstanding Debt Securities, and any other obligations of the Company which may
then be outstanding and entitled to the benefit of a covenant similar in effect
to this covenant, equally and ratably with the indebtedness or obligations
secured by such mortgage, pledge or lien, for as long as any such indebtedness
or obligation is so secured. The foregoing covenant does not apply (i) to the
creation, extension, renewal or refunding of (a) mortgages or liens created or
existing at the time property is acquired, (b) mortgages or liens created within
180 days thereafter, or (c) mortgages or liens for the purpose of securing the
cost of construction or improvement of property, or (ii) to the making of any
deposit or pledge to secure public or statutory obligations or with any
governmental agency at any time required by law in order to qualify the Company
to conduct its business or any part thereof or in order to entitle it to
maintain self-insurance or to obtain the benefits of any law relating to
workmen's compensation, unemployment insurance, old age pensions or other social
security, or with any court,
6
<PAGE>
board, commission or governmental agency as security incident to the proper
conduct of any proceeding before it. Nothing contained in the Indenture prevents
any entity other than the Company from mortgaging, pledging or subjecting to any
lien any property or assets, whether or not acquired from the Company (Section
4.03.)
AMENDMENT AND WAIVER
Subject to certain exceptions, the Indenture or the Debt Securities may be
amended or supplemented by the Company and the Trustee with the consent of the
holders of a majority in principal amount of the outstanding Debt Securities of
each series affected by the amendment or supplement (with each series voting as
a class), or compliance with any provision may be waived with the consent of the
holders of a majority in principal amount of the outstanding Debt Securities of
each series affected by such waiver (with each series voting as a class).
However, without the consent of each Debt Securityholder affected, an amendment
or waiver may not (i) reduce the amount of Debt Securities whose holders must
consent to an amendment or waiver; (ii) change the rate of or change the time
for payment of interest on any Debt Security; (iii) change the principal of or
change the fixed maturity of any Debt Security; (iv) waive a default in the
payment of the principal of or interest on any Debt Security; (v) make any Debt
Security payable in money other than that stated in the Debt Security; (vi)
impair the right to receive payment on or with respect to any Debt Security or
institute suit for the enforcement of any payment on or with respect to any Debt
Security; or (vii) make any change in the provisions of the Indenture concerning
(a) waiver of existing defaults (Section 6.04); (b) rights of holders to receive
payment (Section 6.07); or (c) amendments and waivers with consent of holders
(Section 9.02(a), third sentence). (Section 9.02.) The Indenture may be amended
or supplemented without the consent of any Debt Securityholder (i) to cure any
ambiguity, defect or inconsistency in the Indenture or in the Debt Securities of
any series; (ii) to provide for the assumption of all the obligations of the
Company under the Debt Securities and any coupons related thereto and the
Indenture by any corporation in connection with a merger, consolidation,
transfer or lease of the Company's property and assets substantially as an
entirety, as provided for in the Indenture; (iii) to provide for uncertificated
Debt Securities in addition to or in place of certificated Debt Securities; (iv)
to make any change that does not adversely affect the rights of any Debt
Securityholder; (v) to provide for the issuance of and establish the form and
terms and conditions of a series of Debt Securities or to establish the form of
any certifications required to be furnished pursuant to the terms of the
Indenture or any series of Debt Securities; (vi) to add to rights of Debt
Securityholders; or (vii) to secure any Debt Securities as provided under "Liens
on Assets" above. (Section 9.01.)
SUCCESSOR ENTITY
The Company may not consolidate with or merge into or be merged with, or
transfer or lease its property and assets substantially as an entirety to
another entity unless the successor entity is a corporation and assumes by
supplemental indenture all the obligations of the Company under the Debt
Securities and any coupons related thereto and the Indenture, provided, however
that no Default or Event of Default shall have occurred and be continuing.
Thereafter, all such obligations of the Company terminate. (Section 5.01.)
The general provisions of the Indenture do not afford holders of the Debt
Securities protection in the event of a highly-leveraged transaction,
reorganization, merger or similar transaction involving the Company that may
adversely affect holders of the Debt Securities.
EVENTS OF DEFAULT
The following events are defined in the Indenture as "Events of Default"
with respect to a series of Debt Securities: (i) default in the payment of
interest on any Debt Security of such series for 90 days; (ii) default in the
payment of the principal of any Debt Security of such series; (iii) failure by
the Company for 90 days after notice to it by the Trustee or the holders of at
least 25% in principal amount of all of the outstanding Debt Securities of that
series to comply with any of its other agreements in the Debt Securities of such
series, in the Indenture or in any supplemental indenture; and (iv) certain
events of bankruptcy or insolvency. (Section 6.01.) If an Event of Default
occurs with respect to the Debt Securities of any series and is continuing, the
Trustee or the holders of at least 25% in principal amount of all of the
7
<PAGE>
outstanding Debt Securities of that series, by notice as provided in the
Indenture, may declare the principal (or, if the Debt Securities of that series
are original issue discount Debt Securities, such portion of the principal
amount as may be specified in the terms of that series) of all the Debt
Securities of that series to be due and payable. Upon such declaration, such
principal (or, in the case of original issue discount Debt Securities, such
specified amount) shall be due and payable immediately. (Section 6.02.)
Securityholders may not enforce the Indenture or the Debt Securities, except
as provided in the Indenture. The Trustee may require indemnity satisfactory to
it before it enforces the Indenture or the Debt Securities. (Section 7.01(e).)
Subject to certain limitations, holders of a majority in principal amount of the
Debt Securities of each series affected (with each series voting as a class) may
direct the Trustee in its exercise of any trust power. (Section 6.05.) The
Trustee may withhold from Debt Securityholders notice of any continuing default
(except a default in payment of principal or interest) if it determines that
withholding notice is in their interests. (Section 7.05.)
CONCERNING THE TRUSTEE
The Company maintains banking relationships in the ordinary course of
business with the Trustee.
PLAN OF DISTRIBUTION
GENERAL
The Company may sell the Debt Securities being offered hereby: (i) directly
to purchasers, (ii) through agents, (iii) through underwriters, (iv) through
dealers, or (v) through a combination of any such methods of sale.
The distribution of the Debt Securities may be effected from time to time in
one or more transactions either (i) at a fixed price or prices, which may be
changed, (ii) at market prices prevailing at the time of sale, (iii) at prices
related to such prevailing market prices, or (iv) at negotiated prices.
Offers to purchase Debt Securities may be solicited directly by the Company
or by agents designated by the Company from time to time. Any such agent, which
may be deemed to be an underwriter as that term is defined in the Securities
Act, involved in the offer or sale of the Debt Securities in respect of which
this Prospectus is delivered will be named, and any commissions payable by the
Company to such agent will be set forth, in the applicable Prospectus Supplement
or Pricing Supplement. Unless otherwise indicated in the Prospectus Supplement
or pricing supplement, any such agent will be acting on a best efforts basis for
the period of its appointment (ordinarily five business days or less). Agents
may be customers of, engage in transactions with, or perform services for the
Company in the ordinary course of business.
The applicable Prospectus Supplement or pricing supplement thereto also will
set forth certain other terms of the offering of the particular series of Debt
Securities to which such Prospectus Supplement relates, including any discounts,
concessions or commissions allowed or reallowed or paid by any underwriters to
other dealers and the securities exchanges, if any, on which such series of Debt
Securities will be listed.
If an underwriter or underwriters are utilized in the sale, the Company will
enter into an underwriting agreement with such underwriters at the time of sale
to them and the names of the underwriters and the terms of the transaction will
be set forth in the applicable Prospectus Supplement, which will be used by the
underwriters to make resales of the Debt Securities in respect of which this
Prospectus is delivered to the public.
If a dealer is utilized in the sale of the Debt Securities in respect of
which this Prospectus is delivered, the Company will sell such Debt Securities
to the dealer, as principal. The dealer may then resell such Debt Securities to
the public at varying prices to be determined by such dealer at the time of
resale.
Underwriters, dealers, agents and other persons may be entitled, under
agreements which may be entered into with the Company, to indemnification
against certain civil liabilities, including liabilities under the Securities
Act.
8
<PAGE>
EXPERTS
The consolidated financial statements and consolidated financial statement
schedules included in the Company's Annual Report on Form 10-K for the year
ended December 31, 1994 are incorporated herein by reference in reliance on the
report of Coopers & Lybrand L.L.P., independent certified public accountants,
given upon the authority of that firm as experts in accounting and auditing.
LEGAL OPINIONS
Certain legal matters relating to the Debt Securities will be passed upon
for the Company by Stephen E. Brilz, Senior Attorney and Assistant Secretary of
U S WEST, and for the agents or underwriters, by Brown & Wood, One World Trade
Center, New York, New York 10048.
9
<PAGE>
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED OR INCORPORATED BY REFERENCE IN THIS
PROSPECTUS SUPPLEMENT OR THE PROSPECTUS IN CONNECTION WITH THE OFFER MADE BY
THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS AND, IF GIVEN OR MADE, SUCH OTHER
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY THE COMPANY OR BY ANY OF THE UNDERWRITERS. NEITHER THE DELIVERY OF THIS
PROSPECTUS SUPPLEMENT AND THE PROSPECTUS NOR ANY SALE MADE THEREUNDER SHALL,
UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION THAT THERE HAS BEEN NO CHANGE IN
THE AFFAIRS OF THE COMPANY SINCE THE DATE OF THIS PROSPECTUS SUPPLEMENT. THIS
PROSPECTUS SUPPLEMENT AND THE PROSPECTUS DO NOT CONSTITUTE AN OFFER OR
SOLICITATION BY ANYONE IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION
IS NOT AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS
NOT QUALIFIED TO DO SO OR TO ANYONE TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR
SOLICITATION.
-------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
PROSPECTUS SUPPLEMENT
Company Financial Information.................. S-3
Recent Developments............................ S-6
Use of Proceeds................................ S-7
Description of Offered Securities.............. S-7
Underwriting................................... S-9
Legal Opinions................................. S-10
PROSPECTUS
Available Information.......................... 2
Incorporation of Certain Documents By
Reference..................................... 2
The Company.................................... 2
Use of Proceeds................................ 3
Ratio of Earnings to Fixed Charges............. 3
Description of Debt Securities................. 4
Plan of Distribution........................... 8
Experts........................................ 9
Legal Opinions................................. 9
</TABLE>
$500,000,000
U S WEST
COMMUNICATIONS, INC.
$250,000,000
6 5/8% NOTES DUE 2005
$250,000,000
7 1/4% DEBENTURES DUE 2025
SALOMON BROTHERS INC
GOLDMAN, SACHS & CO.
LEHMAN BROTHERS
MERRILL LYNCH & CO.
MORGAN STANLEY & CO.
INCORPORATED
PROSPECTUS SUPPLEMENT
DATED SEPTEMBER 12, 1995
