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Filed pursuant to Rule 424(b)3
Registration No. 33-56709
PROSPECTUS [LOGO]
12,779,091 SHARES OF
U S WEST, INC.
COMMON STOCK
This Prospectus relates to the offer and resale of up to
12,779,091 shares (the "Shares") of common stock, without par value, of
U S WEST, Inc. ("U S WEST"). The Shares will be issued initially by U S
WEST on December 6, 1994 to Peachtree Cable Holdings, Ltd.
("Peachtree") pursuant to that certain Agreement and Plan of Merger,
dated as of July 15, 1994, as amended, among U S WEST, Multimedia Cable,
Inc., Wometco Cable Corp. ("Wometco"), Peachtree and Peachtree Cable
Associates, Ltd. (the "Merger Agreement").
The Shares may be offered by Peachtree (the "Selling Stockholder")
or by its pledgees, donees, distributees, transferees or other
successors in interest pursuant to this Prospectus from time to time in
transactions on the New York Stock Exchange or other exchanges to which
shares of the common stock of U S WEST have been or may be admitted for
trading privileges, or in the over-the-counter market, at market prices
obtainable at the time of sale, or otherwise in privately-negotiated
transactions at prices determined by negotiation at the time of such
sales. See "Selling Stockholder" and "Plan of Distribution."
None of the proceeds from the sale of the Shares by the Selling
Stockholder will be received by U S WEST. U S WEST has agreed to bear
all expenses with respect to the registration of the Shares being
offered for resale hereby, other than underwriting and brokerage
discounts and commissions and transfer taxes, if any, incurred in
connection with any resale of the Shares, which will be paid by the
Selling Stockholder. See "Selling Stockholder."
U S WEST's common stock is listed on the New York Stock Exchange,
Inc. (the "NYSE") and the Pacific Stock Exchange under the symbol "USW".
Application will be made to have the Shares authorized for listing on
the NYSE. On December 5, 1994, the closing price on the New York
Stock Exchange Composite Transactions Tape of U S WEST's common stock
was $35 3/4.
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 December 6, 1994.
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No person is authorized to give any information or to make any
representation with respect to the matters described in this Prospectus
other than those contained or incorporated by reference herein or any
accompanying Prospectus Supplement and, if given or made, such
information or representation must not be relied upon as having been
authorized by U S WEST. This Prospectus does not constitute an offer to
sell or a solicitation of an offer to buy any of the securities offered
hereby in any jurisdiction to any person to whom it is unlawful to make
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 there has been no change in
the affairs of U S WEST since the date hereof.
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AVAILABLE INFORMATION
U S WEST is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (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
concerning U S WEST can be inspected and copied at the public reference
facilities maintained by the Commission at 450 Fifth Street, N.W., Room
1024, Washington, D.C. 20549, and at the Commission's Regional Offices
at Seven World Trade Center, 13th Floor, New York, New York 10048, and
Northwestern Atrium Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60601. Copies of such material can be obtained from
the Public Reference Section of the Commission at 450 Fifth Street,
N.W., Room 1024, Washington, D.C. 20549, at prescribed rates. Such
reports, proxy statements and other information concerning U S WEST may
also be inspected at the offices of the NYSE, 20 Broad Street, New York,
New York 10005 and the Pacific Stock Exchange, 301 Pine Street, San
Francisco, California 94104, the securities exchanges on which shares of
U S WEST's common stock are listed.
U S WEST 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, as amended
(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.
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents which have been filed by U S WEST with the
Commission (File No. 1-8611) are incorporated herein by reference: (i)
Annual Report on Form 10-K for the year ended December 31, 1993,
(ii) Quarterly Reports on Form 10-Q for the quarters ended March 31, 1994,
June 30, 1994 and September 30, 1994, (iii) Current Reports on Form 8-K
dated January 21, 1994, February 24, 1994, April 1, 1994, April 18, 1994,
June 24, 1994, July 15, 1994, July 18, 1994, July 25, 1994 and
October 18, 1994, (iv) the description of the 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, and (v) the description
of the Preferred Stock purchase rights as 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 and prior to the consummation of the Merger shall be deemed
to be incorporated by reference into this Prospectus and to be a part
hereof from the date any such document is filed.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a
statement contained herein (or in any other subsequently filed document
which also is or is deemed to be incorporated by reference herein)
modifies or supersedes such statement. Any such statement so modified
or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.
U S WEST 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 (UNLESS SUCH EXHIBITS ARE
SPECIFICALLY INCORPORATED BY REFERENCE INTO SUCH DOCUMENTS). REQUESTS
SHOULD BE DIRECTED TO THE TREASURER, U S WEST, INC., 7800 EAST ORCHARD
ROAD, ENGLEWOOD, COLORADO 80111 (TELEPHONE NUMBER (303) 793-6500).
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THE COMPANY
U S WEST is a diversified global communications company engaged in
the telecommunications, directory publishing, marketing and
entertainment services businesses. Telecommunications services are
provided by U S WEST's principal subsidiary to more than 25 million
residential and business customers in the states of Arizona, Colorado,
Idaho, Iowa, Minnesota, Montana, Nebraska, New Mexico, North Dakota,
Oregon, South Dakota, Utah, Washington and Wyoming (collectively, the
"U S WEST Region"). Directory publishing, marketing and entertainment
services as well as cellular mobile communications services are provided
by other U S WEST subsidiaries to customers both inside and outside the
U S WEST Region. U S WEST was incorporated in 1983 under the laws of
the State of Colorado and has its principal executive offices at 7800
Orchard Road, Englewood, Colorado 80111 (telephone number (303) 793-
6500).
SELLING STOCKHOLDER
The 12,779,071 Shares to which this Prospectus relates will be
issued by U S WEST to the Selling Stockholder in connection with the
consummation of the merger of Multimedia Cable, Inc. with and into
Wometco (the "Merger"). U S WEST has agreed, pursuant to the terms of
the Merger Agreement and as a condition to the consummation of the
Merger, to register the Shares for resale by the Selling Stockholder.
Upon the consummation of the Merger the Selling Stockholder will
own 12,779,071 shares of U S WEST's common stock. After the completion
of this offering, the Selling Stockholder will not own any shares of
U S WEST's common stock, assuming all of the Shares offered pursuant to
this Prospectus are sold. The Selling Stockholder does not hold, and
during the past three years has not held, any position, office or other
material relationship with U S WEST or any of its predecessors or
affiliates.
U S WEST has agreed to bear all expenses with respect to the
registration of the Shares being offered for resale hereby, other than
underwriting and brokerage discounts and commissions and transfer taxes,
if any, incurred in connection with any resale of the Shares, which will
be paid by the Selling Stockholder.
PLAN OF DISTRIBUTION
U S WEST has been advised that the Shares may be sold by the
Selling Stockholder or by its pledgees, donees, distributees,
transferees or other successors in interest pursuant to this Prospectus
from time to time in transactions on the NYSE or other exchanges to
which shares of the common stock of U S WEST have been or may be
admitted for trading privileges, or in the over-the-counter market, at
market prices obtainable at the time of sale, or otherwise in privately-
negotiated transactions at prices determined by negotiation at the time
of such sales. Such transactions may be effected by selling shares
directly to purchasers or to or through broker-dealers that may act as
agents or principals. Such broker-dealers may receive compensation in
the form of underwriting discounts, concessions or commissions from the
Selling Stockholder, or its successor or successors in interest, and/or
the purchasers of shares for whom broker-dealers may act as agent or to
whom they may sell as principal or both (which compensation as to a
particular broker-dealer may be less than or in excess of customary
commissions). U S WEST will not receive any of the proceeds from any
sale of the Shares. This Prospectus may only be used in connection with
sales of the Shares so long as the Shares are "restricted securities"
within the meaning of Rule 144 of the Securities Act.
The Selling Stockholder, its successor or successors in interest,
and any broker-dealers who act in connection with the sale of Shares
hereunder may be deemed to be "underwriters" as that term is defined in
the Securities Act, and any commissions received by them and profit on
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any resale of the Shares as principal might be deemed to be underwriting
discounts and commissions under the Securities Act.
EXPERTS
The consolidated financial statements and the consolidated
financial statement schedules included in U S WEST's Annual Report on
Form 10-K for the year ended December 31, 1993 are incorporated herein
by reference in reliance on the reports of Coopers & Lybrand L.L.P.,
independent certified public accountants, given upon the authority of
that firm as experts in accounting and auditing.
LEGAL MATTERS
The validity of the Shares and certain legal matters relating
thereto will be passed upon for U S WEST by Stephen E. Brilz, Senior
Attorney of U S WEST.
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