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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 28, 2000
U S WEST Communications, Inc.
(Exact Name of Registrant as Specified in its Charter)
Colorado Commission File Number IRS Employer Identification
(State of Incorporation) 1-3040 No. 84-0273800
1801 California Street, Denver, Colorado 80202
(Address of Principal Executive Offices, Including Zip Code)
Telephone Number (303) 672-2700
(Registrant's Telephone Number, Including Area Code)
(The Exhibits Index is located on page 2 of this report.)
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Item 5. Other Events
On April 28, 2000, U S WEST Communications, Inc. (the "Company") issued
a press release concerning the extension of its exchange offer for $750 million
of 7.20% Notes due November 1, 2004. The press release is filed as an exhibit to
this Current Report on Form 8-K.
Item 7. Exhibits
(c) Exhibits Index
Exhibit 99 - Press Release issued by the Company on April 28, 2000
entitled U S WEST Communications, Inc. Extends Exchange Offer
for $750 Million of 7.20% Notes due November 1, 2004"
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
U S WEST Communications, Inc.
By: /s/ Thomas O. McGimpsey
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Thomas O. McGimpsey
Assistant Secretary
Dated: April 28, 2000
EXHIBIT 99
[U S WEST COMMUNICATIONS LOGO]
NEWS RELEASE
April 28, 2000
U S WEST COMMUNICATIONS, INC.
EXTENDS EXCHANGE OFFER FOR $750 MILLION
OF 7.20 PERCENT NOTES DUE NOVEMBER 1, 2004
DENVER, April 28, 2000 - U S WEST Communications, Inc. (the "Company") has
extended to 5 p.m. EDT, on May 8, 2000, its offer (the "Exchange Offer") to
exchange 7.20 Percent Notes due November 1, 2004, which have been registered
with the United States Securities and Exchange Commission under the Securities
Act of 1933, as amended (the "Securities Act") ("New Notes"), for its
outstanding 7.20 Percent Notes due November 1, 2004 ("Old Notes"). The offer had
been scheduled to expire at 5p.m. EDT on May 1, 2000. As of April 27, 2000, Old
Notes in the approximate aggregate principal amount of $225,769,000 have been
tendered in the Exchange Offer.
For more information, contact the Exchange Agent, Bank One Trust Company,
National Association, Global Corporate Trust Services, 1 Bank One Plaza, One
North State Street, 9th Floor, Chicago, IL 60602. Attention: Exchanges (telecopy
312-407-8853, telephone 800-524-9472, e-mail [email protected]).
Holders of Old Notes who do not tender before 5 p.m. EDT on May 8, 2000, will
continue to hold unregistered securities and will have no right to compel the
Company to register their Old Notes under the Securities Act.
Safe Harbor Statement: This document contains statements about expected future
events and financial results that are forward-looking and subject to risks and
uncertainties. For these statements, we claim the safe harbor for
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. Factors that could cause actual results to differ
from expectations include: (i) greater than anticipated competition from new
entrants into the local exchange, intraLATA toll, wireless, data and directories
markets, causing loss of customers and increased price competition; (ii) changes
in demand for the Company's products and services, including optional custom
calling features; (iii) higher than anticipated employee levels, capital
expenditures and operating expenses (such as costs associated with
interconnection); (iv) the loss of significant customers; (v) pending and future
state and federal regulatory changes affecting the telecommunications industry,
including changes that could have an impact on the competitive environment in
the local exchange market; (vi) acceleration of the deployment of additional
services and/or advanced new services to customers, such as broadband data,
wireless (including the purchase of spectrum licenses) and video services, which
would require substantial expenditure of financial and other resources; (vii) a
change in economic conditions in the various markets served by the Company's
operations; (viii) higher than anticipated start-up costs associated with new
business opportunities; (ix) delays in the Company's ability to begin offering
interLATA long-distance services; (x) consumer acceptance of broadband services,
including telephony, data and wireless services; and (xi) delays in the
development of anticipated technologies, or the failure of such technologies to
perform according to expectations. These cautionary statements by the Company
should not be construed as exhaustive or as any admission regarding the adequacy
of disclosures made by the Company. The Company cannot always predict or
determine after the fact what factors would cause actual results to differ
materially from those indicated by the forward-looking statements or other
statements. In addition, readers are urged to consider statements that include
the terms "believes", "belief", "expects", "plans", "objectives", "anticipates",
"intends", "targets", or the like to be uncertain and forward-looking. All
cautionary statements should be read as being applicable to all forward-looking
statements wherever they appear. The Company does not undertake any obligation
to publicly update or revise any forward-looking statements, whether as a result
of new information, future events or otherwise.
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Further information: Larry Thede, 303-896-3550; Martha Daniele Paine,
303-896-5706; Kent Evans, 303-896-3096.
