<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 22, 1995
REGISTRATION NO.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
U S WEST COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
COLORADO 84-0273800
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
</TABLE>
1801 CALIFORNIA STREET
DENVER, COLORADO 80202
(303) 896-2355
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
STEPHEN E. BRILZ, ESQ.
U S WEST, INC.
7800 EAST ORCHARD ROAD
ENGLEWOOD, COLORADO 80111
(303) 793-6626
(Name, address, including zip code and telephone number of agent for service)
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
FROM TIME TO TIME AFTER THE EFFECTIVE DATE OF THE REGISTRATION STATEMENT.
------------------------
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /X/
------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED BE REGISTERED PER UNIT OFFERING PRICE (1) REGISTRATION FEE
<S> <C> <C> <C> <C>
Debt Securities..................... $750,000,000(2) 100% $750,000,000 $258,623
<FN>
(1) Estimated solely for the purpose of calculating the registration fee and
exclusive of accrued interest, if any.
(2) Or an equivalent amount in another currency or currencies or as determined
by reference to an index or, if the securities are to be offered at a
discount, the approximate proceeds to the issuer thereof.
</TABLE>
------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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--------------------------------------------------------------------------------
<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
<PAGE>
SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS DATED SEPTEMBER 22, 1995
PROSPECTUS
$750,000,000
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 $750,000,000.
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 , 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 10005.
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 and September 14,
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 of filing of such documents.
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 4910, 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 a 14-state region that includes 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 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.
2
<PAGE>
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 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.
4
<PAGE>
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
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.
5
<PAGE>
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, 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
6
<PAGE>
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
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
7
<PAGE>
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.
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 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 of U S WEST.
8
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
<TABLE>
<S> <C>
Securities and Exchange Commission Filing Fee.................... $ 258,623
Fees and Expense of Trustee...................................... 45,000*
Blue Sky Fees and Expenses....................................... 15,000*
Printing and Engraving of Debt Securities........................ 5,000*
Printing and Distributing Registration Statement, Prospectus,
Distribution Agreement and Miscellaneous Material............... 50,000*
Accountants' Fees................................................ 25,000*
Legal Fees and Expenses.......................................... 30,000*
Miscellaneous.................................................... 7,500*
----------
Total........................................................ $ 436,123*
----------
----------
<FN>
------------------------
*Estimated
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The registrant's Bylaws provide that the Company shall indemnify an
indemnified representative against any liability incurred in connection with any
proceeding in which the indemnified representative may be involved as a party or
otherwise, by reason of the fact that such person is or was serving in an
indemnified capacity, except to the extent that any such indemnification against
a particular liability is expressly prohibited by applicable law or where a
judgment or other final adjudication adverse to the indemnified representative
establishes, or where the Company determines, that his or her acts or omissions
(i) were in breach of such person's duty of loyalty to the Company or its
shareholders, (ii) were not in good faith or involved intentional misconduct or
a knowing violation of law, or (iii) resulted in receipt by such person of an
improper personal benefit. The rights granted by this Article shall not be
deemed exclusive of any other rights to which those seeking indemnification,
contribution, or advancement of expenses may be entitled under any statute,
certificate or articles of incorporation, agreement, contract of insurance, vote
of shareholders or disinterested directors, or otherwise. The rights of
indemnification and advancement of expenses provided by or granted pursuant to
the Bylaws shall continue as to a person who has ceased to be an indemnified
representative in respect of matters arising prior to such time and shall inure
to the benefit of the heirs, executors, administrators, and personal
representatives of such a person.
The Directors and officers of the Company are covered by insurance policies
indemnifying against certain liabilities, including certain liabilities arising
under the Securities Act of 1933, which might be incurred by them in such
capacities and against which they cannot be indemnified by the Company.
Any underwriters referred to in Exhibit 1 to this registration statement
will agree to indemnify the registrant's directors and its officers who signed
the registration statement against certain liabilities which might arise under
the Securities Act of 1933 from information furnished to the registrant by or on
behalf of such underwriter.
II-1
<PAGE>
ITEM 16. EXHIBITS
Exhibits identified in parentheses below are on file with the Commission,
and are incorporated herein by reference to such previous filings. All other
exhibits are provided as part of this electronic transmission.
<TABLE>
<S> <C> <C>
(1-A.) -- Underwriting Agreement -- Basic Provisions, dated May 24, 1991 (Exhibit 1
to Form 8-K dated June 4, 1991, File No. 1-3040).
(1-B.) -- Distribution Agreement dated as of April 20, 1992, among the Company,
Salomon Brothers Inc, Goldman, Sachs & Co., and Morgan Stanley & Co.
Incorporated. (Exhibit 1-B to Registration Statement No. 33-47086)
(2.) -- Reorganization and Divestiture Agreement dated as of November 1, 1983,
between American Telephone and Telegraph Company, U S WEST, Inc. and
certain of their affiliated companies, including, The Mountain States
Telephone and Telegraph Company, Northwestern Bell Telephone Company,
Pacific Northwest Bell Telephone Company and NewVector Communications,
Inc. (Exhibit 10(a) to Form 10-K for the year ended December 31, 1983.
File No. 1-3040).
(4-A.) -- Indenture dated as of April 15, 1990, between the Registrant and First
National Bank of Chicago, Trustee (Exhibit 4 to Registration Statement
No. 33-35809). The form or forms of Debt Securities with respect to each
particular series of Debt Securities registered hereunder may be filed as
an exhibit to a Current Report on Form 8-K and incorporated herein by
reference.
(4-B.) -- Form of First Supplemental Indenture dated as of April 16, 1991 between
the Company and The First National Bank of Chicago, as Trustee (Exhibit
4a to Form 8-K dated April 16, 1991, File No. 1-3040).
(4-C.) -- Form of Medium-Term Note (Exhibit 4c to Form 8-K dated April 16, 1991,
File No. 1-3040).
(4-D.) -- Form of Medium-Term Note (Exhibit 4 to Form SE filed on April 10, 1992).
(4-E.) -- Form of Medium-Term Note (Exhibit 4-E to Registration Statement No.
33-49647)
(4-F.) -- Form of Medium-Term Note (Exhibit 4-F to Registration Statement No.
33-49647)
5. -- Opinion of Stephen E. Brilz.
(12-A.) -- Computation of Ratio of Earnings to Fixed Charges (Exhibit 12 to Form
10-K for the year ended December 31, 1994. File No. 1-3040).
(12-B.) -- Computation of Ratio of Earnings to Fixed Charges (Exhibit 12 to Form
10-Q for the quarter ended June 30, 1995. File No. 1-3040).
23-A. -- Consent of Independent Accountants.
23-B. -- Consent of counsel is contained in opinion of counsel filed as Exhibit 5.
24. -- Powers of Attorney.
25. -- Statement of Eligibility of Trustee.
</TABLE>
ITEM 17. UNDERTAKINGS
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
II-2
<PAGE>
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions referred to in Item 15 (other than the
insurance policies referred to therein), or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted against the
registrant by such director, officer or controlling person in connection with
the securities being registered, the registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be governed by the
final adjudication of such issue.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in
the registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
PROVIDED, HOWEVER, that the undertakings set forth in paragraphs (i) and
(ii) above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed by the registrant pursuant to section 13 or section 15(d) of
the Securities Exchange Act of 1934 that are incorporated by reference in
this registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part
of this registration statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4)
or 497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-3 and has duly caused this registration
statement or amendment thereto to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Denver, State of Colorado, on the 22nd
day of September, 1995.
U S WEST COMMUNICATIONS, INC.
By /s/ STEPHEN E. BRILZ
--------------------------------------
Stephen E. Brilz
ASSISTANT SECRETARY
Pursuant to the requirements of the Securities Act of 1933, this
registration statement or amendment thereto has been signed below by the
following persons in the capacities and on the date indicated.
<TABLE>
<C> <S> <C>
SOLOMON D. TRUJILLO*
------------------------------------------- Principal Executive
Solomon D. Trujillo Officer; President
Principal Financial
JAMES T. HELWIG* Officer; Vice President
------------------------------------------- and Chief Financial
James T. Helwig Officer
JOHN W. PUTNAM* Principal Accounting
------------------------------------------- Officer; Vice President
John W. Putnam and Controller
SOLOMON D. TRUJILLO*
------------------------------------------- Director
Solomon D. Trujillo
JAMES T. HELWIG*
------------------------------------------- Director
James T. Helwig
JAMES T. ANDERSON*
------------------------------------------- Director
James T. Anderson
*By /s/ STEPHEN E. BRILZ
---------------------------------------
Stephen E. Brilz, AS ATTORNEY-IN-FACT
September 22, 1995
</TABLE>
II-4
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT DESCRIPTION PAGE
--------- ----------------------------------------------------------------------------------------------- -----
<S> <C> <C> <C>
(1-A.) -- Underwriting Agreement -- Basic Provisions, dated May 24, 1991 (Exhibit 1 to Form 8-K dated
June 4, 1991, File No. 1-3040)................................................................
(1-B.) -- Distribution Agreement dated as of April 20, 1992, among the Company, Salomon Brothers Inc,
Goldman, Sachs & Co., and Morgan Stanley & Co. Incorporated. (Exhibit 1-B to Registration
Statement No. 33-47086).......................................................................
(2.) -- Reorganization and Divestiture Agreement dated as of November 1, 1983, between American
Telephone and Telegraph Company, U S WEST, Inc. and certain of their affiliated companies,
including, The Mountain States Telephone and Telegraph Company, Northwestern Bell Telephone
Company, Pacific Northwest Bell Telephone Company and NewVector Communications, Inc. (Exhibit
10(a) to Form 10-K for the year ended December 31, 1983. File No. 1-3040).....................
(4-A.) -- Indenture dated as of April 15, 1990, between the Registrant and First National Bank of
Chicago, Trustee (Exhibit 4 to Registration Statement No. 33-35809). The form or forms of Debt
Securities with respect to each particular series of Debt Securities registered hereunder may
be filed as an exhibit to a Current Report on Form 8-K and incorporated herein by reference...
(4-B.) -- Form of First Supplemental Indenture dated as of April 16, 1991 between the Company and The
First National Bank of Chicago, as Trustee (Exhibit 4a to Form 8-K dated April 16, 1991, File
No. 1-3040)...................................................................................
(4-C.) -- Form of Medium-Term Note (Exhibit 4c to Form 8-K dated April 16, 1991, File No. 1-3040)........
(4-D.) -- Form of Medium-Term Note (Exhibit 4 to Form SE filed on April 10, 1992)........................
(4-E.) -- Form of Medium-Term Note (Exhibit 4-E to Registration Statement No. 33-49647)..................
(4-F.) -- Form of Medium-Term Note (Exhibit 4-F to Registration Statement No. 33-49647)..................
5. -- Opinion of Stephen E. Brilz....................................................................
(12-A.) -- Computation of Ratio of Earnings to Fixed Charges (Exhibit 12 to Form 10-K for the year ended
December 31, 1994. File No. 1-3040)...........................................................
(12-B.) -- Computation of Ratio of Earnings to Fixed Charges (Exhibit 12 to Form 10-Q for the quarter
ended June 30, 1995. File No. 1-3040).........................................................
23-A. -- Consent of Independent Accountants.............................................................
23-B. -- Consent of counsel is contained in opinion of counsel filed as Exhibit 5.
24. -- Powers of Attorney.............................................................................
25. -- Statement of Eligibility of Trustee............................................................
</TABLE>
<PAGE>
U S WEST, Inc.
Suite 480
7800 East Orchard Road
Englewood, Colorado 80111
(303) 793-6626
Stephen E. Brilz
Senior Attorney
September 22, 1995
U S WEST Communications, Inc.
1801 California Street
Denver, Colorado 80203
Re: Public Offering of Debt Securities
Gentlemen and Ladies:
I have examined the Registration Statement on Form S-3 filed
contemporaneously herewith (the "Registration Statement") by U S WEST
Communications, Inc. (the "Registrant"), with the Securities and Exchange
Commission (the "Commission") in connection with the registration under the
Securities Act of 1933, as amended, of up to $750,000,000 of debt securities
(the "Debt Securities"). I have examined the Registrant's articles of
incorporation and bylaws, as amended, the form of indenture by and between the
Registrant and The First National Bank of Chicago, as Trustee, under which any
debt securities are to be issued (the "Indenture"), and such other documents,
certificates and matters of fact as I have deemed necessary for purposes of this
opinion. I am familiar with the proceedings taken and proposed to be taken by
the Registrant in connection with the proposed authorization, issue and sale of
the Debt Securities.
I am also familiar with the proposed opinion of legal counsel qualified to
practice in New York concerning the validity, legality, and binding effect of
any debt securities under New York law, upon which opinion I will rely, at such
time as Debt Securities are issued in connection with the Registration
Statement.
Based upon the foregoing, and in reliance thereon, it is my opinion that,
subject to the receipt of payment for the Debt Securities and subject to the
terms of the Debt Securities being otherwise in compliance with then applicable
law, when the Debt Securities have been duly authorized, executed,
authenticated, if necessary, and delivered in accordance with the terms of the
applicable resolutions of the Board of Directors of the Registrant, and any
legally required consents, approvals, authorizations, and other orders of the
Commission or any other judicial or
<PAGE>
regulatory authorities to be obtained, and, to the extent applicable, the
articles of incorporation and bylaws of the registrant and the Indenture, the
Debt Securities will constitute legally issued and binding obligations of the
Registrant, except as may be limited by bankruptcy, insolvency, reorganization,
moratorium, or similar laws affecting creditors' rights generally, and except
that the remedies of specific performance and injunctive and other forms of
equitable relief are subject to certain equitable defenses and to the discretion
of the court before which any proceeding therefor may by brought.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement, and I further consent to the use of my name under the
caption "Legal Opinions" in the Prospectus forming a part of the Registration
Statement.
Very truly yours,
/s/ Stephen E. Brilz
Stephen E. Brilz
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement of
U S WEST Communications, Inc. on Form S-3 of our report, which includes an
explanatory paragraph regarding the discontinuance of accounting for operations
in accordance with Statement of Financial Accounting Standards No. 71,
"Accounting for the Effects of Certain Types of Regulation," in 1993, and a
change in the method of accounting for postretirement benefits other than
pensions and other postemployment benefits in 1992, dated January 18, 1995, on
our audits of the consolidated financial statements and financial statement
schedule of U S WEST Communications, Inc. as of December 31, 1994 and 1993, and
for the three years ended December 31, 1994, 1993, and 1992, which report is
included in the Annual Report on Form 10-K.
/s/ Coopers & Lybrand L.L.P.
Denver, Colorado
September 22, 1995
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, U S WEST Communications, Inc., a Colorado corporation (hereinafter
referred to as the "Company"), proposes to file with the Securities and Exchange
Commission, under the provisions of the Securities Act of 1933, as amended, a
Registration Statement, including a related prospectus (all effectively referred
to as the "Registration Statement") for the registration of debt securities of
the Company (the "Debt Securities"); and
WHEREAS, each of the undersigned is an Officer or Director, or both, of the
Company as indicated below each signature;
NOW, THEREFORE, each of the undersigned constitutes and appoints JAMES T.
ANDERSON, CHARLES J. BURDICK, BARBARA M. JAPHA, and STEPHEN E. BRILZ, and each
of them, as attorneys for him and in his name, place, and stead, and in each
capacity with the Company, to execute and file such Registration Statement,
including the related prospectus, and thereafter to execute and file any amended
registration statement or statements and amended prospectus or prospectuses or
amendments or supplements to any of the foregoing, hereby giving and granting to
said attorneys full power and authority to do and perform all and every act and
thing whatsoever requisite and necessary to be done in and about the premises as
fully, to all intents and purposes, as he might or could do if personally
present at the doing thereof, hereby ratifying and confirming all that said
attorneys may or shall lawfully do, or cause to be done, by virtue hereof.
IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney this 22nd day of September, 1995.
/s/ JOHN W. PUTNAM
----------------------------------------
John W. Putnam
Vice President and Controller
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, U S WEST, Inc., a Colorado corporation (hereinafter referred to as
the "Company"), proposes to file with the Securities and Exchange Commission,
under the provisions of the Securities Act of 1933, as amended, a Registration
Statement, including a related prospectus (all effectively referred to as the
"Registration Statement") for the registration of debt securities of the Company
(the "Debt Securities"); and
WHEREAS, each of the undersigned is a Director of the Company;
NOW, THEREFORE, each of the undersigned constitutes and appoints JAMES T.
ANDERSON, CHARLES J. BURDICK, BARBARA M. JAPHA, and STEPHEN E. BRILZ, and each
of them, as attorneys for him or her and in his or her name, place, and stead,
and in each capacity as a Director of the Company, to execute and file such
Registration Statement, including the related prospectus, and thereafter to
execute and file any amended registration statement or statements and amended
prospectus or prospectuses or amendments or supplements to any of the foregoing,
hereby giving and granting to said attorneys full power and authority to do and
perform all and every act and thing whatsoever requisite and necessary to be
done in and about the premises as fully, to all intents and purposes, as he or
she might or could do if personally present at the doing thereof, hereby
ratifying and confirming all that said attorneys may or shall lawfully do, or
cause to be done, by virtue hereof.
IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney this 22nd day of September, 1995.
/s/ JAMES T. ANDERSON
----------------------------------------
James T. Anderson
/s/ JAMES T. HELWIG
----------------------------------------
James T. Helwig
/s/ SOLOMON D. TRUJILLO
----------------------------------------
Solomon D. Trujillo
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(B)(2)______
_______________________
THE FIRST NATIONAL BANK OF CHICAGO
(Exact name of trustee as specified in its charter)
A National Banking Association 36-0899825
(I.R.S. employer
identification number)
One First National Plaza, Chicago, Illinois 60670-0126
(Address of principal executive offices) (Zip Code)
The First National Bank of Chicago
One First National Plaza, Suite 0286
Chicago, Illinois 60670-0286
Attn: Lynn A. Goldstein, Law Department (312) 732-6919
(Name, address and telephone number of agent for service)
_____________________
U S WEST COMMUNICATIONS, INC.
(Exact name of co-registrant as specified in its charter)
Colorado
(State or other jurisdiction of 84-0273800
incorporation or organization) (IRS Employer Identification No.)
1801 California Street 80202
Denver, Colorado (Zip Code)
(Address of Principal Executive Offices)
Debt Securities
(Title of the indenture securities)
<PAGE>
Item 1. GENERAL INFORMATION. Furnish the following information as to the
trustee:
(a)NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISION AUTHORITY TO WHICH IT IS
SUBJECT.
Comptroller of Currency, Washington, D. C., Federal Deposit Insurance
Corporation, Washington, D. C., The Board of Governors of the Federal Reserve
System, Washington, D. C..
(b)WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.
The trustee is authorized to exercise corporate trust powers.
ITEM 2. AFFILIATIONS WITH THE OBLIGOR. IF THE OBLIGOR IS AN AFFILIATE OF THE
TRUSTEE, DESCRIBE EACH SUCH AFFILIATION.
No such affiliation exists with the trustee.
ITEM 16. LIST OF EXHIBITS. LIST BELOW ALL EXHIBITS FILED AS A PART OF THIS
STATEMENT OF ELIGIBILITY.
1.A copy of the articles of association of the trustee now in effect.*
2.A copy of the certificates of authority of the trustee to commence business.*
3.A copy of the authorization of the trustee to exercise corporate trust
powers.*
4.A copy of the existing by-laws of the trustee.*
5.Not applicable.
6.The consent of the trustee required by Section 321(b) of the Act.
7.A copy of the latest report of condition of the trustee published pursuant to
law or the requirements of its supervising or examining authority.
8.Not applicable.
9.Not applicable.
* EXHIBIT 1,2,3 AND 4 ARE HEREIN INCORPORATED BY REFERENCE TO EXHIBITS BEARING
IDENTICAL NUMBERS IN ITEM 12 OF THE FORM T-1 OF THE FIRST NATIONAL BANK OF
CHICAGO, FILED AS EXHIBIT 26 TO THE REGISTRATION STATEMENT ON FORM S-3 OF THE
CIT GROUP HOLDINGS, INC., FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON
FEBRUARY 16, 1993 (REGISTRATION NO. 33-58418).
<PAGE>
Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the
trustee, The First National Bank of Chicago, a national banking association
organized and existing under the laws of the United States of America, has duly
caused this Statement of Eligibility to be signed on its behalf by the
undersigned, thereunto duly authorized, all in the City of Chicago, and State of
Illinois, on the 19th day of September, 1995.
The First National Bank of Chicago,
Trustee,
By: /s/ Steven M. Wagner
--------------------
Steven M. Wagner
Vice President
<PAGE>
EXHIBIT 6
THE CONSENT OF THE TRUSTEE REQUIRED
BY SECTION 321(b) OF THE ACT
September 19, 1995
Securities and Exchange Commission
Washington, D. C. 20549
Gentlemen:
In connection with the qualification of an indenture among U S WEST
Communications, Inc. and The First National Bank of Chicago, as trustee, the
undersigned, in accordance with Section 321(b) of the Trust Indenture Act of
1939, as amended, hereby consents that the reports of examinations of the
undersigned, made by Federal or State Authorities authorized to make such
examinations, may be furnished by such authorities to the Securities and
Exchange Commission upon its request therefor.
Very truly yours,
THE FIRST NATIONAL BANK OF CHICAGO
By: /s/ Steven M. Wagner
--------------------------
Steven M. Wagner
Vice President
<PAGE>
EXHIBIT 7
A copy of the latest report of condition of the trustee published pursuant
to law or the requirements of its supervising or examining authority.
<PAGE>
<TABLE>
<S> <C> <C>
Legal Title of Bank: The First National Bank of Chicago Call Date: 06/30/95 ST-BK: 17-1630 FFIEC 031
Address: One First National Plaza, Suite 0460 Page RC-1
City, State Zip: Chicago, IL 60670-0460
FDIC Certificate No.: 0/3/6/1/8
---------
</TABLE>
CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL
AND STATE-CHARTERED SAVINGS BANKS FOR JUNE 30, 1995
All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, report the amount outstanding of the last business day of the
quarter.
SCHEDULE RC--BALANCE SHEET
<TABLE>
<CAPTION>
C400 (-
DOLLAR AMOUNTS IN ---------- ------
THOUSANDS RCFD BIL MIL THOU
----------------- ---- ------------
<S> <C> <C> <C> <C>
ASSETS
1. Cash and balances due from depository institutions (from Schedule
RC-A):
a. Noninterest-bearing balances and currency and coin(1) . . . . . . . 0081 3,184,875 1.a.
b. Interest-bearing balances(2). . . . . . . . . . . . . . . . . . . . 0071 8,932,069 1.b.
2. Securities
a. Held-to-maturity securities(from Schedule RC-B, column A) . . . . . 1754 249,502 2.a.
b. Available-for-sale securities (from Schedule RC-B, column D). . . . 1773 536,856 2.b.
3. Federal funds sold and securities purchased under agreements to
resell in domestic offices of the bank and its Edge and Agreement
subsidiaries, and in IBFs:
a. Federal Funds sold. . . . . . . . . . . . . . . . . . . . . . . . . 0276 2,897,736 3.a.
b. Securities purchased under agreements to resell . . . . . . . . . . 0277 1,417,129 3.b.
4. Loans and lease financing receivables:
a. Loans and leases, net of unearned income (from Schedule
RC-C). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . RCFD 2122 16,567,408 4.a.
b. LESS: Allowance for loan and lease losses . . . . . . . . . . . . . RCFD 3123 358,877 4.b.
c. LESS: Allocated transfer risk reserve . . . . . . . . . . . . . . . RCFD 3128 0 4.c.
d. Loans and leases, net of unearned income, allowance, and
reserve (item 4.a minus 4.b and 4.c). . . . . . . . . . . . . . . . 2125 16,208,531 4.d.
5. Assets held in trading accounts. . . . . . . . . . . . . . . . . . . . 3545 13,486,931 5.
6. Premises and fixed assets (including capitalized leases) . . . . . . . 2145 516,279 6.
7. Other real estate owned (from Schedule RC-M) . . . . . . . . . . . . . 2150 11,216 7.
8. Investments in unconsolidated subsidiaries and associated
companies (from Schedule RC-M) . . . . . . . . . . . . . . . . . . . . 2130 12,946 8.
9. Customers' liability to this bank on acceptances outstanding . . . . . 2155 501,943 9.
10. Intangible assets (from Schedule RC-M) . . . . . . . . . . . . . . . . 2143 111,683 10.
11. Other assets (from Schedule RC-F). . . . . . . . . . . . . . . . . . . 2160 1,258,270 11.
12. Total assets (sum of items 1 through 11) . . . . . . . . . . . . . . . 2170 49,325,966 12.
---------------
<FN>
(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held in trading accounts.
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C>
Legal Title of Bank: The First National Bank of Chicago Call Date: 06/30/95 ST-BK: 17-1630 FFIEC 031
Address: One First National Plaza, Suite 0460 Page RC-2
City, State Zip: Chicago, IL 60670-0460
FDIC Certificate No.: 0/3/6/1/8
---------
</TABLE>
SCHEDULE RC-CONTINUED
<TABLE>
<CAPTION>
DOLLAR AMOUNTS IN
THOUSANDS BIL MIL THOU
----------------- ------------
<S> <C> <C> <C> <C>
LIABILITIES
13. Deposits:
a. In domestic offices (sum of totals of columns A and C
from Schedule RC-E, part 1) . . . . . . . . . . . . . . . . . . . . RCON 2200 14,889,235 13.a.
(1) Noninterest-bearing(1). . . . . . . . . . . . . . . . . . . . . RCON 6631 5,895,584 13.a.(1)
(2) Interest-bearing. . . . . . . . . . . . . . . . . . . . . . . . RCON 6636 8,993,651 13.a.(2)
b. In foreign offices, Edge and Agreement subsidiaries, and
IBFs (from Schedule RC-E, part II). . . . . . . . . . . . . . . . . RCFN 2200 13,289,760 13.b.
(1) Noninterest bearing . . . . . . . . . . . . . . . . . . . . . . RCFN 6631 315,549 13.b.(1)
(2) Interest-bearing. . . . . . . . . . . . . . . . . . . . . . . . RCFN 6636 12,974,211 13.b.(2)
14. Federal funds purchased and securities sold under agreements
to repurchase in domestic offices of the bank and of
its Edge and Agreement subsidiaries, and in IBFs:
a. Federal funds purchased . . . . . . . . . . . . . . . . . . . . . . RCFD 0278 2,942,186 14.a.
b. Securities sold under agreements to repurchase. . . . . . . . . . . RCFD 0279 1,160,512 14.b.
15. a. Demand notes issued to the U.S. Treasury. . . . . . . . . . . . . . RCON 2840 112,768 15.a.
b. Trading Liabilities . . . . . . . . . . . . . . . . . . . . . . . . RCFD 3548 7,872,221 15.b.
16. Other borrowed money:
a. With original maturity of one year or less. . . . . . . . . . . . . RCFD 2332 2,402,829 16.a.
b. With original maturity of more than one year . . . . . . . . . . . RCFD 2333 643,987 16.b.
17. Mortgage indebtedness and obligations under capitalized
leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . RCFD 2910 278,108 17.
18. Bank's liability on acceptance executed and outstanding. . . . . . . . RCFD 2920 501,943 18.
19. Subordinated notes and debentures. . . . . . . . . . . . . . . . . . . RCFD 3200 1,225,000 19.
20. Other liabilities (from Schedule RC-G) . . . . . . . . . . . . . . . . RCFD 2930 981,938 20.
21. Total liabilities (sum of items 13 through 20) . . . . . . . . . . . . RCFD 2948 46,300,487 21.
22. Limited-Life preferred stock and related surplus . . . . . . . . . . . RCFD 3282 0 22.
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus. . . . . . . . . . . . . RCFD 3838 0 23.
24. Common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . RCFD 3230 200,858 24.
25. Surplus (exclude all surplus related to preferred stock) . . . . . . . RCFD 3839 2,314,642 25.
26. a. Undivided profits and capital reserves. . . . . . . . . . . . . . . RCFD 3632 510,093 26.a.
b. Net unrealized holding gains (losses) on available-for-sale
securities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . RCFD 8434 (880) 26.b.
27. Cumulative foreign currency translation adjustments. . . . . . . . . . RCFD 3284 766 27.
28. Total equity capital (sum of items 23 through 27). . . . . . . . . . . RCFD 3210 3,025,479 28.
29. Total liabilities, limited-life preferred stock, and equity
capital (sum of items 21, 22, and 28). . . . . . . . . . . . . . . . . RCFD 3300 49,325,966 29.
Memorandum
To be reported only with the March Report of Condition.
1. Indicate in the box at the right the number of the statement below that best
describes the most comprehensive level of auditing work performed for the
bank by independent external Number
----------------
auditors as of any date during 1993. . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . .| RCFD 6724 N/A| M.1.
----------------
1 = Independent audit of the bank conducted in accordance
with generally accepted auditing standards by a certified
public accounting firm which submits a report on the bank
2 = Independent audit of the bank's parent holding company
conducted in accordance with generally accepted auditing
standards by a certified public accounting firm which
submits a report on the consolidated holding company
(but not on the bank separately)
3 = Directors' examination of the bank conducted in
accordance with generally accepted auditing standards
by a certified public accounting firm (may be required by
state chartering authority)
4. = Directors' examination of the bank performed by other
external auditors (may be required by state chartering
authority)
5 = Review of the bank's financial statements by external
auditors
6 = Compilation of the bank's financial statements by external
auditors
7 = Other audit procedures (excluding tax preparation work)
8 = No external audit work
---------------
<FN>
(1) Includes total demand deposits and noninterest-bearing time and savings
deposits.
</TABLE>
7
