THIS DOCUMENT IS A COPY OF THE FORM 8-K
FILED ON OCTOBER 27, 1995 PURSUANT TO A
RULE 201 TEMPORARY HARDSHIP EXEMPTION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: October 27, 1995
U S WEST Communications, Inc.
A Colorado Commission File IRS Employer
Corporation Number 1-3040 No. 84-0273800
7800 East Orchard Road, Englewood, Colorado 80111
Telephone Number (303) 793-6500
Item 4. Changes in Registrant's Certifying Accountant
In view of the expected implementation of the targeted
stock structure of U S WEST, Inc., the Company has
determined, following a recommendation of the Audit
Committee of U S WEST, Inc., that it will be more efficient
and effective for a single firm to perform the auditing
function for the entire business of U S WEST. This decision
has resulted in a difficult choice between two highly
qualified auditing firms. Until now, Coopers & Lybrand
L.L.P. has served as the Company's independent auditor, and
Arthur Andersen LLP has served as the primary auditing firm
for subsidiaries of U S WEST, Inc. within the U S WEST Media
Group. After careful consideration and review, the Company
has determined that Arthur Andersen LLP will serve as the
Company's independent auditor. For that reason, the Company
has notified Coopers & Lybrand L.L.P. that the Company will
no longer retain the firm as its independent auditor,
effective upon the completion of the audit of the Company's
financial statements for the fiscal year ending December 31,
1995. The Company maintains high regard for Coopers &
Lybrand L.L.P. and is grateful for the work it has performed
over the years.
During the Company's two most recent fiscal years ended
December 31, 1994 and December 31, 1993, the reports of
Coopers & Lybrand L.L.P. on the Company's financial
statements contained no adverse opinion or disclaimer of
opinion, nor were they qualified or modified as to
uncertainty, audit scope or accounting principles.
During the Company's two most recent fiscal years ended
December 31, 1994 and December 31, 1993, and interim periods
thereafter:
(1) No disagreements with Coopers & Lybrand L.L.P.
have occurred on any matter of accounting principles or
practices, financial statement disclosure, or auditing
scope or procedure, which disagreements, if not
resolved to the satisfaction of Coopers & Lybrand
L.L.P., would have caused Coopers & Lybrand L.L.P. to
make reference to the subject matter of the
disagreement in connection with its reports on the
Company's financial statements.
(2) No reportable events involving Coopers &
Lybrand L.L.P. have occurred that must be disclosed
under Item 304(a)(1)(v) of Regulation S-K.
(3) The Company has not consulted with Arthur
Andersen LLP on items that concerned the application of
accounting principles to a specific transaction, either
completed or proposed, or on the type of audit opinion
that might be rendered on the Company's financial
statements.
The Company requested, and Coopers & Lybrand L.L.P. has
furnished, a letter addressed to the Securities and Exchange
Commission stating that Coopers & Lybrand L.L.P. agrees with
the statements set forth in the second paragraph above and
in numbered paragraphs (1) and (2) above. A copy of that
letter from Coopers & Lybrand L.L.P. to the Securities and
Exchange Commission is filed as Exhibit 16 to this Form 8-K.
Item 7. Exhibits
EXHIBIT NO. DESCRIPTION
- ----------- -----------
16 Letter from Coopers & Lybrand L.L.P. dated
October 27, 1995.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly
authorized.
U S WEST Communications, Inc.
/s/ STEPHEN E. BRILZ
By:___________________________
Stephen E. Brilz
Senior Attorney and
Assistant Secretary
Dated: October 27, 1995
3
EXHIBIT 16
October 27, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Gentlemen:
We have read the statements made by U S WEST Communications, Inc., which
we understand will be filed with the Commission, pursuant to Item 4 of
Form 8-K, as part of the Company's Form 8-K report on October 27, 1995.
We agree with the statements concerning our Firm in such Form 8-K.
Very truly yours,
/s/ COOPERS & LYBRAND L.L.P.
