<PAGE>
REGISTRATION NO. 33-51427
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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PRE-EFFECTIVE AMENDMENT NO. 2
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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U S WEST, INC.
<TABLE>
<S> <C>
A Colorado I.R.S. Employer
Corporation No. 84-0926774
</TABLE>
7800 E. Orchard Road
Englewood, Colorado 80111
Telephone Number 303 793-6500
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SHAREOWNER INVESTMENT PLAN
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AGENT FOR SERVICE
Stephen E. Brilz, Esq.
U S WEST, Inc.
7800 E. Orchard Road
Englewood, Colorado 80111
Telephone Number 303 793-6500
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
February 15, 1994
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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, please check the following box. /X/
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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 THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
THE PROSPECTUS IN THIS REGISTRATION STATEMENT ALSO RELATES TO REGISTRATION
STATEMENT NO. 33-43204 PURSUANT TO RULE 429 UNDER THE SECURITIES ACT OF 1933.
THIS REGISTRATION STATEMENT ALSO CONSTITUTES POST-EFFECTIVE AMENDMENT NO. 1
TO REGISTRATION STATEMENT 33-43204, AND SUCH POST-EFFECTIVE AMENDMENT SHALL
HEREAFTER BECOME EFFECTIVE CONCURRENTLY WITH THE EFFECTIVENESS OF THIS
REGISTRATION STATEMENT AND IN ACCORDANCE WITH SECTION 8(C) OF THE SECURITIES ACT
OF 1933.
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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 BY 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 -- DATED DECEMBER 13, 1993
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[LOGO]
SHAREOWNER INVESTMENT PLAN
U S WEST, Inc. ("U S WEST" or the "Company"), as a service to its registered
shareowners and other investors, offers a Shareowner Investment Plan (the
"Plan") designed primarily to provide individual investors with a convenient
method of purchasing shares of U S WEST, Inc. Common Stock (the "Common Stock").
This Plan replaces the existing dividend reinvestment plan and current
participants in that plan will automatically continue in the new plan.
Participants in the Plan may automatically reinvest all or a portion of
their cash dividends paid on shares of Common stock registered in their name and
make optional investments of cash of up to $100,000 per calendar year.
The price of shares of Common Stock purchased under the Plan will be either
(a) if purchased from the Company, the average of the high and low sales prices
of the shares of Common stock on the Investment Date, as reported on the New
York Stock Exchange Consolidated Tape or, if no trading occurs on such date, the
average of the high and low sale prices on the trading days immediately
preceding and following such Investment Date, or (b) if purchased on the open
market or by negotiated transactions, the average cost of all shares purchased
in relation to the Investment Date. The closing price of the Common Stock on
December 10, 1993, as shown on the New York Stock Exchange Consolidated Tape,
was $46.625 per share.
Shareowners who elect not to participate in the Plan will continue to
receive their cash dividends, as declared, in the usual manner.
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This Prospectus relates to approximately 15,800,000 authorized common shares
of U S WEST registered for purchase under the Plan. THE TERMS OF THIS PROSPECTUS
APPLY TO DIVIDENDS REINVESTED AND OPTIONAL PAYMENTS MADE ON OR AFTER FEBRUARY
15, 1994. IT IS SUGGESTED THAT THIS PROSPECTUS BE RETAINED FOR FUTURE REFERENCE.
-------------------
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.
, 1994
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<PAGE>
AVAILABLE INFORMATION
U S WEST is subject to the informational requirements of the Securities
Exchange Act of 1934 (the "Exchange Act") and, in accordance therewith, files
reports, proxy statements and other information with the Securities and Exchange
Commission (the "Commission"). Such reports, proxy statements and other
information filed by U S WEST with the Commission can be inspected and copied at
the public reference facilities maintained by the Commission at Room 1024, 450
Fifth Street, N.W., Washington, D.C. 20549, as well as at the Regional Offices
of the Commission at Seven World Trade Center, 13th Floor, New York, New York
10048, and Northwestern Atrium Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661. Copies of such material can be obtained at prescribed
rates from the Public Reference Section of the Commission at 450 Fifth Street,
N.W. Washington, D.C. 20549. In addition, certain reports, proxy material and
other information concerning U S WEST can be inspected at the offices of The New
York Stock Exchange, Inc.
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INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents have been filed by U S WEST with the Commission
(File No. 1-8611) and are incorporated herein by reference:
(1) U S WEST's Annual Report on Form 10-K for the year ended December
31, 1992.
(2) U S WEST's Current Reports on Form 8-K dated January 8, 1993,
January 21, 1993, April 19, 1993, May 24, 1993, May 28, 1993, June 1, 1993,
June 28, 1993, July 22, 1993, August 5, 1993 (as amended by Form 8-KA dated
August 11, 1993), August 20, 1993 (the Current Report dated August 20, 1993
includes audited financial statements that have been reclassified to reflect
the discontinuance by U S WEST of the operations of its Capital Assets
segment, and a Management's Discussion and Analysis of Financial Condition
and Results of Operations that have been restated for the same purpose),
September 17, 1993, October 13, 1993, October 19, 1993, November 10, 1993,
and December 8, 1993 (as amended by Forms 8-KA dated December 13 and 28,
1993).
(3) U S WEST Quarterly Reports on Form 10-Q for the quarters ended March
31, 1993, June 30, 1993, and September 30, 1993.
(4) The description of Common Stock of U S WEST contained in Item 11 of
U S WEST's Registration Statement on Form 10, filed with the Commission on
November 16, 1983, as amended by a Form 8 filed on June 22, 1989, and the
description of preferred stock purchase rights set forth in Item 1 of U S
WEST's Registration Statement on Form 8-A, filed with the Commission on
April 18, 1989.
All documents filed by U S WEST pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus shall be
deemed to be incorporated by reference in this Prospectus and to be part hereof
from the date of filing of such documents. Any statement contained in a document
1
<PAGE>
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 or in any prospectus
supplement, 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.
Copies of the above documents (excluding exhibits to such documents, unless
such exhibits have been specifically incorporated by reference therein) may be
obtained without charge from the Treasurer, 7800 E. Orchard Road, Englewood,
Colorado 80111 (telephone number 303-793-6500), upon request by any person to
whom a copy of this Prospectus has been delivered.
U S WEST, INC.
U S WEST is incorporated under the laws of the State of Colorado and has its
principal executive offices at 7800 East Orchard Road, Englewood, Colorado 80111
(telephone number 303-793-6500).
SHAREOWNER INVESTMENT PLAN
The following is a question and answer statement of the provisions of the
Plan.
PURPOSE AND ADVANTAGES
1. WHAT IS THE PURPOSE OF THE PLAN?
The purpose of the Plan is to provide shareowners of record and other
investors with a convenient and efficient method of purchasing shares of Common
Stock, and reinvesting all or part of the dividends paid thereon in additional
shares of Common Stock.
2. WHAT ARE SOME OF THE ADVANTAGES AND FEATURES OF THE PLAN?
- Participants acquire additional shares of Common Stock automatically by
reinvesting all or a portion of their cash dividends in additional shares of
Common Stock.
- Participants may supplement the purchases made with reinvested dividends
by also making optional cash payments of up to $100,000 per year. Optional
payments may be made by check, money order or electronic funds transfer
from a predesignated bank account.
- Participants pay no brokerage fees in connection with purchases of Common
Stock under the Plan.
- Participants will be credited with dividends paid on all full and
fractional shares of Common Stock acquired under the Plan.
- Participants may deposit their certificates of Common Stock with the Agent
for safekeeping at no additional cost.
2
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- Participants may direct the Company to transfer, at any time and at no
cost to the participants, all or a portion of their shares of Common Stock
to other persons.
- Persons not presently owning shares of Common Stock may become
participants by making an initial cash investment of at least $300 to
purchase such shares under the terms of the Plan.
- Personal recordkeeping is simplified by the Agent's issuance of quarterly
statements indicating account transactions, as well as statements following
optional purchase transactions.
COSTS
3. ARE THERE ANY EXPENSES TO PARTICIPANTS IN CONNECTION WITH PURCHASES UNDER
THE PLAN?
For participation in this Plan there is a fee of one dollar ($1.00) per
account per quarter. The quarterly fee will be deducted from the dividend paid
each quarter on enrolled shares and the remaining net dollar amount will be used
to purchase shares. The chart below reflects the amount of dividends, after the
$1.00 fee has been deducted, that would be available to purchase additional
shares. The chart is based upon the current dividend of $.535 per quarter.
<TABLE>
<CAPTION>
PERCENT OF
AMOUNT OF DIVIDENDS
QUARTERLY DIVIDENDS AVAILABLE
NUMBER OF AMOUNT OF AFTER TO PURCHASE
SHARES DIVIDENDS $1.00 FEE ADDITIONAL SHARES
- ----------- ---------- ---------- -------------------
<S> <C> <C> <C>
4 $ 2.14 $ 1.14 53.27%
10 5.35 4.35 81.31%
20 10.70 9.70 90.65%
50 26.75 25.75 96.26%
100 53.50 52.50 98.13%
</TABLE>
PLAN ADMINISTRATION
4. WHO ADMINISTERS THE PLAN?
State Street Bank and Trust Company (the "Agent") has been designated by U S
WEST to administer the Plan for participants, keep records, send statements of
account to participants and perform other duties relating to the Plan.
3
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------------------------------------------
FOR INFORMATION ABOUT THE PLAN
Call State Street Bank and
Trust Company toll free: 800-537-0222.
Outside the Continental United States call collect:
505-989-2004
or
Write to: U S WEST, Inc.,
P.O. Box 8936,
Boston, Massachusetts 02266-8936.
All written notices and requests concerning the
Plan should be mailed to the above address.
Please include a telephone number in your letter
where you can be reached during business hours.
OPTIONAL PAYMENTS, WITH CHECKS PAYABLE TO
U S WEST, MAY BE MAILED TO
THE SAME ADDRESS.
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PARTICIPATION
5. WHO IS ELIGIBLE TO PARTICIPATE IN THE PLAN?
Anyone, whether or not a Common Stock holder of record, is eligible to
participate in the Plan provided that he or she meets the requirements of
participation as outlined in Question 6 below.
At the Company's discretion, all optional cash payments for holders with
more than one account using the same Social Security or Taxpayer Identification
Number may be aggregated. For holders unable to supply a Social Security or
Taxpayer Identification Number, the holder's participation may, at the Company's
discretion, be limited to only one Plan account.
Also for purposes of such limitations, all Plan accounts that the Company,
in its sole judgment, believes to be under common control or management or to
have common ultimate beneficial ownership may be aggregated. If the Company
determines that such accounts will be aggregated, unless the Company has also
determined that individual investments of optional cash payments for such
accounts would be consistent with the purposes of the Plan, the Company will
have the right to return without interest within 30 days of receipt any amounts
in excess of the applicable investment limitations received in respect of such
accounts.
The Company may establish other or additional requirements that apply to
participation in the Plan by brokers, banks and others acting in a
representative capacity on behalf of owners of the Company's Common Stock. The
Company reserves the right to decide that future participation by any
participant in the Plan is dependent upon compliance with all requirements
currently in effect applicable to optional cash payments (see Question 34).
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6. HOW DOES A PERSON PARTICIPATE IN THE PLAN?
(a) Participants in DRSPP
This Plan replaces the Company's Dividend Reinvestment and Stock Purchase
Plan ("DRSPP"), and participants in DRSPP continue automatically as participants
in the Plan.
(b) Shareowners of record.
After being furnished with a copy of the Plan Prospectus, shareowners of
record may enroll in the Plan at any time by signing and returning to the Agent
an Authorization Form, or by calling the Agent at a telephone number set forth
in Question 4.
(c) Persons Not Presently Owners of Shares of Common Stock
After being furnished with a copy of the Plan Prospectus, anyone may apply
for enrollment in the Plan by completing and returning to the Agent the
appropriate Authorization Form, together with a check or money order (in U.S.
dollars) in an amount of not less than $300 nor more than $100,000 made payable
to "U S WEST, Inc." Regulations governing the different forms of stock
registration may vary by state and may impose certain restrictions on the manner
in which participants desire to have their share ownership recorded on the books
of the Company.
(d) Four-Share Minimum
Each participant must maintain in his or her account under the Plan at least
four shares for which dividends are reinvested in additional shares of Common
Stock.
7. WHEN DOES ENROLLMENT IN THE PLAN BECOME EFFECTIVE?
(a) Enrollment in the Plan will commence upon review and acceptance by the
Agent of a properly executed Authorization Form, or upon approval of a telephone
enrollment request by the Agent. However, as more fully described in Question
7(b) below, the reinvestment of a participant's Common Stock cash dividends may
not necessarily commence immediately upon the participant's enrollment in the
Plan.
(b) Reinvestment of a participant's Common Stock cash dividend will commence
with the next dividend payable after the participant's enrollment in the Plan,
provided that enrollment becomes effective on or before the record date for the
dividend. Record dates generally precede dividend dates by approximately two
weeks.
(c) Optional cash payments and initial payments will be invested in repect
of the next Investment Date (as defined in Question 8) after their receipt,
provided that such payments are received by the Agent no later than two business
days ("business day" as used herein means any regular business day of U S WEST)
prior to such Investment Date. Dividend and voting rights will commence upon
settlement, which is ordinarily five business days after purchase whether from
the Company or any other source.
5
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(d) It is the Company's desire to make the Plan available to all persons
wishing to participate. However, regulations in certain countries may limit or
prohibit participation in this type of plan. Therefore, persons residing outside
the United States who wish to join the Plan should first determine whether they
are subject to any governmental regulation prohibiting their participation.
INVESTMENT DATES
8. WHAT ARE THE PLAN'S INVESTMENT DATES?
With respect to dividend reinvestments, the Investment Date is the same as
the dividend payment date, generally on the first business day of each February,
May, August and November. The Investment Date for optional cash payments and
initial payments will be the next dividend payment date or the next Thursday
(or, if such Thursday is not a business day, the next succeeding business day,
which ever is first.)
OPTIONAL CASH PAYMENTS AND PAYMENTS SUBMITTED WITH AUTHORIZATION FORMS
9. WHEN AND IN WHAT AMOUNTS MAY OPTIONAL CASH PAYMENTS AND PAYMENTS SUBMITTED
WITH AUTHORIZATION FORMS BE MADE?
(a) Participants Who are Shareowners of Record.
Optional cash payments may be made once in any calendar business week
(Monday through Friday) in any amount not less than $25 (in U.S. dollars),
subject to the calendar year maximum of $100,000. Payments may be made on a
regular basis or only periodically, as desired. Payments may be made any time
after enrollment in the Plan.
(b) Persons Who Do Not Presently own Shares of Common Stock
Initial cash payments may be in any amount not less than $300 nor more than
$100,000, and must accompany the Authorization Form.
(c) Since interest will not be paid on any optional cash payments or initial
cash payments received and held by the Agent prior to investment, it is to the
benefit of the persons making such payments to mail them so as to be received by
the Agent as close as possible to, but not after, the applicable Investment
Date.
(d) All optional cash payments or initial cash payments should be made (1)
by check or money order made payable to "U S WEST, Inc." and mailed to the
Agent, or (2) via electronic funds transfer ("EFT") from a predesignated account
(for information regarding payment by EFT, call the Agent at (800) 537-0222).
For the convenience of participants, a return envelope and a cash payment form
are enclosed with account statements mailed to participants. Participants making
a payment via EFT may be charged fees by the commercial bank initiating the
transfer.
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SOURCE AND PRICE OF SHARES PURCHASED
10. WHAT IS THE SOURCE OF SHARES PURCHASED UNDER THE PLAN AND HOW IS THE PRICE
OF SUCH SHARES DETERMINED?
(a) At the discretion of the Company, Common Shares purchased with
reinvested dividends or cash payments will be newly issued shares, treasury
shares, or open market purchases.
(b) The price of shares of Common Stock purchased from the Company will be
the average of the high and low sales prices on the Investment Date as reported
on the New York Stock Exchange Consolidated Tape, or if no trading occurs on
that date, the average of the high and low sale prices on the trading days
immediately preceding and following the Investment Date.
(c) The price of shares of Common Stock purchased on the open market or by
negotiated transactions will be the average cost of all shares purchased in
relation to the Investment Date, calculated to four decimal places, less
brokerage commissions.
SHARE PURCHASES
11. HOW MANY SHARES WILL BE PURCHASED FOR PARTICIPANTS?
Each participant's account will be credited with the number of shares of
Common Stock, including fractions to three decimal places, equal to the total of
the participant's funds available for investment (including dividends, if any),
divided by the purchase price.
12. WHEN WILL SHARES BE PURCHASED?
Shares of Common Stock acquired from the Company will be purchased for the
accounts of the participants as of each Investment Date. Purchases of Common
Stock from other than the Company will be made as promptly as possible on or
after the applicable Investment Date and may occur over such periods of time as
are consistent with applicable federal securities laws. Optional cash payments
or initial payments must be received by the Agent no later than two business
days prior to the applicable Investment Date if they are to be applied to the
purchase of Common Stock in relation to such date; dividend and voting rights
will commence upon settlement, which is ordinarily five business days after
purchase. Purchases on the open market may be made on any securities exchange
where such shares are traded, in the over-the-counter market, or by negotiated
transaction, and are subject to such terms and conditions, including price and
delivery, to which the Agent may agree. For the purpose of making purchases, the
Agent will commingle each participant's funds with those of all other
participants.
7
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CUSTODIAN SERVICE FOR COMMON STOCK CERTIFICATES
13. WHAT IS THE PURPOSE OF THE PLAN'S CUSTODIAN SERVICE FOR CERTIFICATES AND HOW
DOES IT WORK?
The purpose of the Plan's Custodian Service is to permit participants in the
Plan to deposit any Common Stock certificates in their possession with the Agent
for safekeeping. Shares deposited for safekeeping will be credited to the
participant's account under the Plan.
14. WHAT ARE THE ADVANTAGES OF THE PLAN'S CUSTODIAN SERVICE?
The Plan's Custodian Service for safekeeping of stock certificates offers
two significant advantages to participants. First, the risk associated with loss
of a participant's stock certificates is eliminated. Ordinarily, if a stock
certificate is lost or stolen, no transfer or sale of shares may take place
until a replacement certificate is obtained. This procedure is not always simple
and usually results in costs and paperwork both to the shareowner and to the
Company. Second, because shares deposited with the Agent for safekeeping are
treated in the same manner as shares purchased through the Plan, they may be
sold through the Plan in a convenient and efficient manner.
15. HOW MAY COMMON STOCK CERTIFICATES BE DEPOSITED WITH THE AGENT?
Participants who wish to deposit their certificates of Common Stock with the
Agent must complete and return to the Company a letter of instruction together
with Common Stock certificates registered in their names that are to be
deposited.
16. WHAT HAPPENS TO CASH DIVIDENDS PAID ON SHARES OF COMMON STOCK DEPOSITED WITH
THE AGENT?
Cash dividends paid on certificates of Common Stock deposited with the Agent
will, at the participant's discretion, be paid to the participant or reinvested
in additional shares of Common Stock (see Question 18 below).
17. MAY SHARES REMAIN ON DEPOSIT WITH THE AGENT IF PARTICIPATION IN THE PLAN IS
DISCONTINUED?
No. Upon withdrawal from the Plan, participants must elect to receive their
Plan shares either by certificate or in cash (see Question 22 below).
REINVESTMENT OF CASH DIVIDENDS
18. MAY PARTICIPANTS REINVEST ONLY A PART OF THEIR CASH DIVIDENDS?
Participants may specify the number of shares for which cash dividends are
to be invested in additional shares of Common Stock and receive the balance of
such dividends in cash ("Partial Reinvestment"). However, dividends on shares
purchased with reinvested dividends shall be applied to the purchase of
additional shares of Common Stock.
8
<PAGE>
19. MAY A PARTICIPANT CHANGE OPTIONS UNDER THE PLAN?
A participant may change the investment at any time by signing a new
Authorization Form and returning it to the Agent, or by telephoning the Agent at
(800) 537-0222 An Authorization Form and envelope may be obtained at any time by
contacting the Agent (see Question 4). Any change in option with respect to
reinvestment of dividends must be received and approved by the Agent not later
than the record date for the next dividend in order to make a change with
respect to that dividend. Dividends on shares purchased with reinvested
dividends must be applied to the purchase of additional shares of Common Stock.
20. WHAT KIND OF STATEMENTS OF ACCOUNT WILL BE SENT TO PARTICIPANTS IN THE PLAN?
Each participant in the Plan will receive a Statement of Account each
quarter showing amounts invested, purchase prices, shares purchased, fees paid,
tax basis of shares purchased and other information for the year to date.
Participants will receive a similar statement as soon as practicable following
each optional cash payment, or initial cash payment pursuant to the Plan. In
addition, each participant will receive communications sent to all registered
shareowners, including U S WEST's annual report and notice of shareowners'
meetings and proxy statement.
CERTIFICATES FOR SHARES
21. WILL CERTIFICATES BE ISSUED FOR SHARES PURCHASED?
Certificates for such shares purchased will not be issued to participants
unless requested. This protects against loss, theft or destruction of stock
certificates.
The number of shares held in an account under the Plan will be shown on the
participant's Statements of Account.
Certificates for any number of whole shares held in an account under the
Plan will be issued within two weeks after receipt of a telephone request or a
written request which should be signed by the participant (or participants if a
joint registration). Such written request should be mailed to the Agent (see
Question 4). Dividends will not be reinvested on these shares unless requested
by the shareowner. Any remaining shares will continue to be held in the
Participant's Account.
Certificates for a fractional share will not be issued under any
circumstances.
Shares held in the account of a participant under the Plan may not be
pledged, unless the participant has requested and received a certificate(s) for
such shares.
An institution that is required by law to maintain physical possession of
certificates may request a special arrangement regarding the issuance of
certificates for common shares purchased under the Plan. This request should be
mailed to the Agent (see Question 4).
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TERMINATION OF PLAN ENROLLMENT
22. HOW DOES A PARTICIPANT WITHDRAW FROM THE PLAN AND HOW ARE SHARES OF COMMON
STOCK DISTRIBUTED UPON TERMINATION OF ENROLLMENT?
(a) Participation in the Plan may be terminated at any time by telephone or
written notice to the Agent. Such notice, if written, must be signed by the
participant(s).
(b) Upon voluntary termination, the participant may elect to receive either:
(1) A Common Stock certificate for all full shares and a check for the
proceeds from the sale of any fraction of a share, less brokerage
commission, transfer taxes, if any, and withholding tax, if any, or
(2) A Common Stock certificate for part of the shares and a check for
the proceeds from the sale of the balance of the shares of Common Stock in
the participant's account, less brokerage commission, transfer taxes, if
any, and withholding tax, if any, or
(3) A check equal to the proceeds from the sale of all shares of Common
Stock in the participant's account, less brokerage commission, transfer
taxes, if any, and withholding tax, if any.
Please note that, should a participant elect to sell all or some of the
shares in his account, the Agent must receive such election in a written notice.
(c) A participant's enrollment in the Plan may be automatically terminated
if his or her Plan shares total less than four full shares of Common Stock. Upon
automatic termination, the shareowner will receive a certificate for all full
shares and a check for the proceeds from the sale of any fraction of a share,
less brokerage commission, transfer taxes, if any, and withholding tax, if any.
(d) Withdrawal or sale of shares purchased with Cash Payments will not be
effected until the funds of a participant's payment have been transferred to the
Agent from the bank against which the payment was drawn. Accordingly, such
request may be deferred by up to three weeks.
23. WHEN DOES A WITHDRAWAL FROM THE PLAN BECOME EFFECTIVE?
A participant's enrollment in the Plan will be terminated as soon as
practicable (usually within ten business days) after receipt by the Agent of the
participant's written or telephone termination notice. However, if the notice of
termination is received after an ex-dividend date but before a Common Stock
dividend record date or within five business days of the next Common Stock
dividend payment date, termination will be deferred until after the said record
or payment date, as the case may be, so that the participant can receive the
dividend. Sales will be made by the Agent on the open market at current prices
or to the Plan or to the Company at the average of the high and low sales prices
of the Common Stock as reported on the New York Exchange Consolidated Tape on
the date the termination request is processed.
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TRANSFER OF SHARES
24. MAY A PARTICIPANT ASSIGN OR TRANSFER ALL OR A PART OF HIS OR HER SHARES HELD
UNDER THE PLAN TO ANOTHER PERSON?
Yes, if a participant wishes to change the ownership of all or part of his
or her shares held under the Plan's Custodian Service through gift, private sale
or otherwise, the participant should mail a properly executed stock assignment
(with signature guarantee), along with a letter of instruction, to the Agent.
The Agent will provide the participant with a stock assignment form upon
request.
25. IF PLAN SHARES ARE TRANSFERRED TO ANOTHER PERSON, WILL THE COMPANY ISSUE A
STOCK CERTIFICATE TO THE TRANSFEREE?
No. The Agent will retain the shares, and an account will be opened in the
name of the person to whom the shares are transferred. The transferee will
thereafter be treated as any other participant in the Plan.
26. HOW WILL A TRANSFEREE BE ADVISED OF HIS OR HER STOCK OWNERSHIP?
The transferee will begin to receive Statements of Account just like other
participants.
MISCELLANEOUS
27. IF A PARTICIPANT SELLS OR TRANSFERS ALL OF THE COMMON STOCK REGISTERED IN
HIS OR HER NAME, MAY HE OR SHE REMAIN IN THE PLAN?
A minimum of four full shares, for which dividends are reinvested, must be
held in the Plan to continue participation.
28. HOW WILL PARTICIPANTS' SHARES IN THE PLAN BE VOTED AT SHAREOWNERS' MEETINGS?
Each participant will be sent a proxy card representing the shares for which
the participant holds certificates, if any, and the shares held in the
participant's Plan account. Such proxy will be voted for both full and
fractional shares as indicated by the participant on the proxy card.
If the proxy card is returned signed, and no voting instructions are given
with respect to any item thereon, all of the participant's shares will be voted
in accordance with the recommendations of U S WEST management. This is the same
procedure that is followed for all shareowners who return proxies and do not
provide instructions. If the proxy card is returned unsigned, none of the
participant's shares will be voted.
29. TO WHOM SHOULD INQUIRIES CONCERNING THE PLAN BE DIRECTED?
All inquiries concerning the Plan should be directed to the Agent (see
Question 4). A participant should include in all correspondence his or her
shareowner account number, taxpayer identification number (Social Security
Number), and a day-time telephone number where he or she may be contacted during
normal working hours to facilitate a prompt response.
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30. WHAT ARE THE TAX CONSEQUENCES OF PARTICIPATION IN THE PLAN?
(a) The amount of cash dividends paid by the Company is included as income
even though reinvested under the Plan. The information return sent to individual
participants and the IRS at end-of-year will show as dividend income the full
amount of dividends reinvested under the Plan as well as the amount, if any, of
dividends paid in cash. The cost basis per share for Federal income tax purposes
of shares of Common Stock acquired through the Plan on any given Investment Date
will be determined by dividing the total of the dividends reinvested net of
taxes withheld, if any, brokerage commissions, if any, and the participant's
optional cash payments, if any, by the number of shares of Common Stock,
including any fraction of a share, acquired on such participant's behalf by the
Agent.
(b) The sale of shares through the Plan will be reported to the IRS on Form
1099-B except where gross proceeds are $10 or less.
(c) A participant's holding period for shares acquired pursuant to the Plan
will begin on the day following the purchase of such shares.
(d) A participant will not realize any taxable income when he or she
receives certificates for whole shares held in the participant's account.
(e) A participant will realize gain or loss when full or fractional shares
are sold or exchanged and the amount of such gain or loss will be the difference
between the amount which the participant receives for the shares and the tax
basis thereof.
(f) Participants should consult with their own tax advisers for advice
applicable to their particular situations.
31. WHAT ARE THE EFFECTS OF THE INTEREST AND DIVIDEND TAX COMPLIANCE ACT OF 1983
ON THE PLAN?
If a participant has failed to furnish a valid certified taxpayer
identification number to the Agent, unless the participant is exempt from the
back-up withholding requirements described in section 3406 of the Internal
Revenue Code, then the Agent must withhold 31% from the amount of Common Stock
dividends, the proceeds of the sale of any whole or fractional shares. In
addition, the Interest Dividend Tax Compliance Act of 1983 provides that if a
new participant fails to certify that he or she is not subject to withholding on
interest and dividend payments under section 3406(a)(1)(C) of the Internal
Revenue Code, then 31% must be withheld from the amount of Common Stock
dividends. The withheld amounts will be deducted from the amount of dividends
and the remaining amount will be reinvested.
32. HOW ARE UNITED STATES INCOME TAX WITHHOLDING PROVISIONS APPLIED TO FOREIGN
SHAREOWNERS?
In the case of foreign shareowners whose Common Stock dividends are subject
to United States income tax withholding, the amount of tax to be withheld will
be deducted from the amount of Common Stock dividends and the remaining amount
of dividends will be reinvested.
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33. WHAT HAPPENS IF THE COMPANY DECLARES A STOCK SPLIT OR STOCK DIVIDEND?
Any shares distributed as a result of a stock dividend or stock split by U S
WEST on shares held in the account of a participant under the Plan will be added
to the participant's account.
Certificates representing stock dividends or split shares distributed on
shares registered in the name of the participant and held in certificated form
will be mailed directly to the shareowner in the same manner as to shareowners
who are not participating in the Plan.
34. ARE THERE LIMITATIONS ON THE LIABILITIES OF THE COMPANY AND THE AGENT UNDER
THE PLAN?
Neither U S WEST nor the Agent, in administering the Plan, will be liable
for any act done in good faith or for any good faith omission to act, including,
without limitation, any claim of liability (a) arising out of failure to
terminate a participant's account upon such participant's death prior to receipt
of notice in writing of such death, (b) with respect to the prices at which
shares are purchased or sold for a participant's account and the times when such
purchase or sales are made, or (c) for any fluctuation in the market value after
purchase or sale of shares.
Furthermore, if it appears to the Company that any participant is using or
contemplating the use of the optional cash payment investment mechanism in a
manner or with the effect that, in the sole judgment and discretion of the
Company, is not in the best interests of the Company or its shareholders, then
the Company may decline to issue all or any portion of the shares of Common
Stock for which any optional cash payment by or on behalf of such participants
is tendered. Such optional cash payment (or the portion thereof not to be
invested in shares of Common Stock) will be returned by the Company as promptly
as practicable, without interest.
Participants should recognize that U S WEST cannot assure them of a profit
or protect them against a loss on the shares purchased by them under the Plan.
Although the Plan contemplates the continuation of quarterly dividend
payments, the payment of dividends will depend upon future earnings, the
financial condition of U S WEST and other factors.
35. MAY THE PLAN BE CHANGED OR DISCONTINUED?
U S WEST reserves the right to suspend, modify or terminate the Plan at any
time. Upon termination of the Plan by U S WEST, certificates for whole shares
held in a participant's account under the Plan will be issued and a cash payment
will be made for any fraction of a share.
USE OF PROCEEDS
U S WEST is unable to estimate the amount of proceeds from the shares to be
sold under this Plan. U S WEST intends to use proceeds from the sale of such
shares for general corporate purposes, which may include advances to or
investments in subsidiary companies.
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<PAGE>
EXPERTS
The consolidated financial statements and the financial statement schedules
included in U S WEST's Annual Report on Form 10-K for the year ended December
31, 1992, as well as the consolidated financial statements included in U S
WEST's Current Report on Form 8-K dated August 20, 1993, are incorporated herein
by reference in reliance on the reports of Coopers & Lybrand, independent
certified public accountants, given upon the authority of that firm as experts
in accounting and auditing.
COUNSEL
Stephen E. Brilz, Senior Attorney and Assistant Secretary of U S WEST, has
passed upon the legality of the issue for U S WEST.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Bylaws of U S WEST provide that Directors, officers and employees shall
be indemnified against any liability incurred in connection with their service
on behalf of U S WEST, unless such indemnification is expressly prohibited by
applicable law or a determination is made that the person's actions (i) were in
breach of the person's duty to loyalty to U S WEST 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. Under Section 7-3-101.5(2) of the Colorado Corporation Code,
indemnification of a Director in connection with a proceeding by or in the right
of the corporation is limited to reasonable expenses incurred in connection with
the proceeding.
The Directors and officers of U S WEST 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 U S WEST.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to Directors and officers of U S WEST pursuant to the
foregoing provisions, or otherwise, U S WEST 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.
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<TABLE>
<S> <C>
Available Information................. 1
Incorporation of Documents by
Reference............................ 1
U S WEST.............................. 2
The Plan.............................. 2
Purposes and Advantages........... 2
Costs............................. 3
Plan Administration............... 3
Participation..................... 4
Investment Dates.................. 6
Optional Cash Payments............ 6
Source and Price of Shares
Purchased........................ 7
Share Purchases................... 7
Custodian Service for Common Stock
Certificates..................... 8
Reinvestment of Cash Dividends.... 8
Certificate for Shares............ 9
Termination of Plan Enrollment.... 10
Transfer of Shares................ 11
Miscellaneous..................... 11
Use of Proceeds....................... 13
Experts............................... 14
Counsel............................... 14
Indemnification of Directors and
Officers............................. 14
</TABLE>
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS IN CONNECTION WITH THE OFFER
CONTAINED IN THIS PROSPECTUS, AND IF GIVEN OR MADE SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY U S WEST.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER OF ANY SECURITIES OTHER THAN THOSE
TO WHICH IT RELATES OR AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY,
THE SECURITIES TO WHICH IT RELATES IN ANY JURISDICTION TO ANY PERSON TO WHOM IT
IS NOT LAWFUL TO MAKE ANY SUCH OFFER OR SOLICITATION IN SUCH JURISDICTION.
NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER
ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT INFORMATION HEREIN IS CORRECT AS
OF ANY TIME SUBSEQUENT TO ITS DATE.
[LOGO]
SHAREOWNER INVESTMENT PLAN
FEATURES OF THE PLAN
PURCHASE U S WEST, INC.
COMMON SHARES
* BY REINVESTING DIVIDENDS
* BY MAKING OPTIONAL PAYMENTS
DATED , 1994
- --------------------------------------------------------------------------------
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<PAGE>
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
<TABLE>
<S> <C>
Securities and Exchange Commission Filing Fees................... $ 240,200
Printing Registration Statement and Prospectuses................. 51,500*
Accountants' Fees................................................ 12,500*
Legal Fees, Including "Blue Sky" Fees and Expenses............... 10,000*
----------
Total........................................................ $ 314,200
----------
----------
<FN>
- ------------------------
* Estimated.
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Bylaws of U S WEST provide that Directors, officers and employees shall
be indemnified against any liability incurred in connection with their service
on behalf of U S WEST, unless such indemnification is expressly prohibited by
applicable law or a determination is made that the person's actions (i) were in
breach of the person's duty of loyalty to U S WEST or its shareowners, (ii)
where 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
person benefit. Under Section 7-3-101.5(2) of the Colorado Corporation Code,
indemnification of a Director in connection with a proceeding by or in the right
of the corporation is limited to reasonable expenses incurred in connection with
the proceeding.
The directors and officers of U S WEST 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 U S WEST.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
Exhibits identified in parentheses below are on file with the SEC, and are
incorporated herein by reference to such previous filings.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER
- ---------
<C> <S>
(4-A) Articles of Incorporation of U S WEST, Inc. dated September 23, 1983 (Exhibit 3a to
Registration Statement No. 2-87861).
(4-B) Articles of Amendment to the Articles of Incorporation of U S WEST, Inc. dated June 6, 1988
(Exhibit 3b to Form 10-K, date of report March 29, 1989, File No. 1-8611).
(4-C) Articles of Amendment to the Articles of Incorporation of U S WEST, Inc. dated May 3, 1991
(Exhibit 3c to Form SE filed on March 5, 1992, File No. 1-8611).
(4-D) Bylaws of U S WEST, Inc. as amended December 3, 1993.
(4-E) Rights Agreement dated as of April 7, 1989 between U S WEST, Inc. and American Transtech Inc.,
as Rights Agent (Exhibit 4d to Form SE filed on April 11, 1990, File No. 1-8611).
(4-F) Agreement for Appointment and Acceptance of Appointment as Successor Rights Agent dated July
15, 1992 between U S WEST, Inc. and State Street Bank and Trust Company (Exhibit 4-F to
Registration Statement No. 33-50047, File No. 1-8611).
(5) Opinion of Stephen E. Brilz, Senior Attorney and Assistant Secretary of U S WEST as to the
legality of the securities to be issued.
(24a) Consent of Coopers & Lybrand.
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER
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<C> <S>
(24b) Consent of Stephen E. Brilz, Senior Attorney and Assistant Secretary of U S WEST is contained
in opinion of counsel filed as Exhibit 5.
(25) Powers of Attorney executed by directors and officers who signed this registration statement.
</TABLE>
ITEM 17. UNDERTAKINGS.
U S WEST hereby undertakes that, for purposes of determining any liability
under the Securities At of 1933, each filing of U S WEST'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.
U S WEST 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 undertaking 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 U S WEST pursuant to Section 13 or Section 15(d) of the
Securities and 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.
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<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES AND EXCHANGE ACT OF 1933, U S
WEST, INC. 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 PRE-EFFECTIVE
AMENDMENT NO. 2 TO REGISTRATION STATEMENT NO. 33-51427 TO BE SIGNED ON ITS
BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF ENGLEWOOD,
STATE OF COLORADO, ON THE 31ST DAY OF JANUARY, 1994.
U S WEST, Inc.
By /s/ STEPHEN E. BRILZ
--------------------------------------
Stephen E. Brilz
ASSISTANT SECRETARY
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES AND EXCHANGE 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>
<S> <C>
PRINCIPAL EXECUTIVE OFFICER:
Richard D. McCormick* President and Chief Executive Officer
PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER:
James M. Osterhoff* Executive Vice President and Chief Financial
Officer
DIRECTORS:
Richard B. Cheney*
Remedios Diaz-Oliver*
Grant A. Dove*
Allan D. Gilmour*
Pierson M. Grieve*
Shirley M. Hufstedler*
Allen F. Jacobson*
Richard D. McCormick*
Frank P. Popoff*
Glen L. Ryland*
Jerry O. Williams*
Daniel Yankelovich*
*By
/s/ STEPHEN E. BRILZ
- --------------------------------------------
Stephen E. Brilz
ATTORNEY-IN-FACT
Dated: January 31, 1994
</TABLE>
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