<PAGE>
As filed with the Securities and Exchange Commission on
December 16, 1994.
Registration No. 33-
- -------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
U S WEST, Inc.
(Exact name of registrant as specified in its charter)
Colorado 84-0926774
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
7800 East Orchard Road
Englewood, Colorado 80111
(303) 793-6500
(Address, zip code, telephone number, and area code, of
registrant's principal executive offices)
U S WEST, INC. 1994 STOCK PLAN
(Full title of the Plan)
STEPHEN E. BRILZ, ESQ.
U S WEST, INC.
7800 East Orchard Road
Englewood, Colorado 80111
(303) 793-6626
(Name, address, zip code, telephone number and area
code, of agent for service)
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
- -------------------------------------------------------
Proposed Proposed
Title of Amount maximum maximum Amount
securities to be offering aggregate of
to be regis- price per offering registra-
registered tered(1) share(2) price(2) tion fee
- -------------------------------------------------------
<S> <C> <C> <C> <C>
Common
Stock
(without
par value) 15,000,000 $34.9375 $524,062,500 $180,713
- -------------------------------------------------------
<FN>
<F1>
(1) Plus such indeterminate number of additional
shares as may be required to be issued in the event of
an adjustment as a result of an increase in the number
of issued shares of common stock resulting from a stock
split, stock dividend or certain other capital
adjustments.
<F2>
(2) Estimated solely for the purpose of determining
the amount of the registration fee in accordance with
Rule 457(c).
</FN>
</TABLE>
- -------------------------------------------------------
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents heretofore filed by U S WEST,
Inc. ("U S WEST"), (SEC File No. 1-8611) under the
Securities Exchange Act of 1934 (the "Exchange Act")
with the Securities and Exchange Commission (the
"Commission") are incorporated herein by reference: (i)
U S WEST's Annual Report on Form 10-K for the year
ended December 31, 1993; (ii) U S WEST's 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, October
18, 1994 and December 9, 1994 (iii) U S WEST's
Quarterly Reports on Form 10-Q for the quarters ended,
March 31, 1994, June 30, 1994 and September 30, 1994;
(iv) 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 (v) the description of preferred stock
purchase rights as set forth in Item 1 of U S WEST's
Registration Statement on Form 8-A, filed on April 18,
1989.
All documents filed by U S WEST pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act after the
date of the registration statement and prior to the
filing of a post-effective amendment which indicates
that all securities offered have been sold or which
deregisters all securities then remaining unsold shall
be deemed to be incorporated in the registration
statement by reference 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 the registration
statement to the extent that a statement contained
herein or in any other subsequently filed documents
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 the registration statement.
Item 4. Description of Securities.
The class of securities to be offered hereby is
registered under Section 12 of the Exchange Act.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
<PAGE>
Item 6. Indemnification of Directors and Officers.
The Bylaws of U S WEST provide for the indemnification
of directors and officers to the extent permissible
under applicable law. Sections 7-109-101 through 7-
109-110 of the Colorado Business Corporation Act (the
"CBCA") specify the circumstances under which a
corporation may indemnify its directors, officers,
employees, fiduciaries or agents. For acts done in a
person's "official capacity," the CBCA generally
requires that an act be done in good faith and in a
manner reasonably believed to be in the best interests
of the corporation. In all other civil cases, the
person must have acted in good faith and in a way that
was not opposed to the corporation's best interests.
In criminal actions or proceedings, the CBCA imposes an
additional requirement that the actor had no reasonable
cause to believe his conduct was unlawful. In any
proceeding by or in the right of the corporation, or
charging a person with the improper receipt of a
personal benefit, no indemnification can be made,
except that in a proceeding by or in the right of the
corporation, indemnification for reasonable expenses
incurred in connection with such proceeding is
permitted. Indemnification is mandatory when any
director or officer is wholly successful, on the merits
or otherwise, in defending any civil or criminal
proceeding.
The directors and officers of U S WEST are covered by
insurance policies indemnifying them 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.
<PAGE>
Item 7. Exemption from Registration Claimed.
Not Applicable.
<TABLE>
<CAPTION>
Item 8. Exhibits.
Exhibit No. Description
<S> <C>
5 Opinion of Stephen E. Brilz, Senior
Attorney
as to the legality of the Securities to
be
issued.
23A Consent of Coopers & Lybrand L.L.P.
23B The Consent of Stephen E. Brilz is
included in the opinion of counsel filed
as Exhibit 5
24 Powers of Attorney.
</TABLE>
Item 9. Undertakings.
(a) Rule 415 offerings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to the
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;
<PAGE>
(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 paragraphs (a)(1)(i) and
(a)(1)(ii) 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 the 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.
(b) Filings incorporating subsequent Exchange Act
documents by reference.
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.
<PAGE>
(c) Form S-8 Undertakings.
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 foregoing provisions, 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
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.
<PAGE>
SIGNATURES
The Registrant.
Pursuant to the requirements of the Securities 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-8 and has duly caused
this Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the
city of Englewood, State of Colorado, on the 16th day
of December, 1994.
U S WEST, Inc.
/s/ Stephen E. Brilz
By:
-------------------------
Stephen E. Brilz
Assistant Secretary
<PAGE>
Pursuant to the requirements of the Securities Exchange
Act of 1933, this Registration Statement has been
signed by the following persons in the capacities and
on the date indicated.
PRINCIPAL EXECUTIVE OFFICER:
Richard D. McCormick* Chairman of the Board,
President and Chief
Executive Officer
PRINCIPAL FINANCIAL OFFICER:
James M. Osterhoff* Executive Vice President
and Chief Financial
Officer
DIRECTORS:
Richard Cheney*
Remedios Diaz-Oliver*
Grant A. Dove*
Allan D. Gilmour*
Pierson M. Grieve*
Shirley M. Hufstedler*
Allen F. Jacobson*
Richard D. McCormick*
Marilyn C. Nelson*
Frank Popoff*
Glen L. Ryland*
Jerry O. Williams*
Daniel Yankelovich*
/s/ Stephen E. Brilz
*By
------------------------
Stephen E. Brilz
Attorney-in-Fact
Dated: December 16, 1994
<PAGE>
<TABLE>
EXHIBIT INDEX
<CAPTION>
Exhibit No. Exhibit Description
<S> <C>
5 Opinion of Stephen E. Brilz, Senior
Attorney, as to the legality of the
securities to be issued.
23A Consent of Coopers & Lybrand L.L.P.
23B The consent of Stephen E. Brilz is
included in the opinion of counsel
filed as Exhibit 5.
24 Powers of Attorney.
</TABLE>
EXHIBIT 5
U S WEST, Inc.
7800 East Orchard Road
Suite 480
Englewood, Colorado 80111
Stephen E. Brilz
Senior Counsel-Securities and
Assistant Secretary
December 16, 1994
U S WEST, Inc.
7800 East Orchard Road
Englewood, Colorado 80111
Ladies and Gentlemen:
I refer to the registration statement on Form S-8 (the
"Registration Statement") under the Securities Act of
1933, as amended, to be filed by U S WEST, Inc. a
Colorado corporation, (the "Company"), with the
Securities and Exchange Commission (the "Commission")
on December 16, 1994. The Registration Statement
covers 15,000,000 additional shares (the "Additional
Shares") of the Company's common stock, without par
value, which may be issued from time to time pursuant
to the U S WEST, Inc. 1994 Stock Plan (the "Plan").
I have made such legal and factual examinations and
inquiries as I deemed advisable for the purpose of
rendering this opinion. I am familiar with the
proceedings taken and proposed to be taken in
connection with the authorization, issuance and sale of
the Additional Shares. Based on my examination and
inquiries, it is my opinion that the Additional Shares,
upon issuance thereof in accordance with the terms of
the Plan will be validly issued, fully paid, and non-
assessable.
I hereby consent to the filing of this opinion as an
exhibit to the Registration Statement.
Very truly yours,
/s/ Stephen E. Brilz
Stephen E. Brilz
EXHIBIT 23A
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the
registration statement of U S WEST, Inc. (the
"Company") on Form S-8 of our reports, which include an
explanatory paragraph regarding the Company's
discontinuance of accounting for the operations of U S
WEST Communications, Inc. in accordance with Statement
of 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 20, 1994, except for
the last paragraph in Note 8, for which the date is
February 23, 1994, on our audits of the consolidated
financial statements and the consolidated financial
statement schedules of U S WEST, Inc., as of December
31, 1993 and 1992, and for the three years ended
December 31, 1993, 1992 and 1991.
/s/ Coopers & Lybrand L.L.P.
Denver, Colorado
December 16, 1994
EXHIBIT 24
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 with respect to
shares of common stock of the Company to be issued and
sold by the Company in connection with the U S WEST,
Inc. 1994 Stock Plan; and
WHEREAS, each of the undersigned is an Officer or
Director, or both, of the Company as indicated below
each signature;
NOW, THEREFORE, the undersigned constitutes and
appoints BARBARA M. JAPHA and STEPHEN E. BRILZ, and
each of them, as attorneys for me in my name, place,
and stead, and in my capacity with the Company, to
execute and file such Registration Statement and
thereafter to execute and file any amended registration
statement or statements 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 I
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 as of the 2nd day of
December, 1994.
/s/ Richard D. McCormick
Richard D. McCormick
Chairman of the Board, President
and Chief Executive Officer
/s/ James M. Osterhoff
James M. Osterhoff
Executive Vice President and
Chief Financial Officer
<PAGE>
EXHIBIT 24
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 with respect to
shares of common stock of the Company to be issued and
sold by the Company in connection with the U S WEST,
Inc. 1994 Stock Plan; and
WHEREAS, each of the undersigned is a Director of the
Company;
NOW, THEREFORE, the undersigned constitutes and
appoints BARBARA M. JAPHA and STEPHEN E. BRILZ, and
each of them, as attorneys for me in my name, place,
and stead, and in each of my capacities with the
Company, to execute and file such Registration
Statement and thereafter to execute and file any
amended registration statement or statements 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 I 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 as of the 2nd day of
December, 1994.
/s/ Richard Cheney /s/ Remedios Diaz-Oliver
Richard Cheney Remedios Diaz-Oliver
/s/ Grant A. Dove /s/ Allan D. Gilmour
Grant A. Dove Allan D. Gilmour
/s/ Pierson M. Grieve /s/ Shirley M. Hufstedler
Pierson M. Grieve Shirley M. Hufstedler
/s/ Allen F. Jacobson /s/ Marilyn C. Nelson
Allen F. Jacobson Marilyn C. Nelson
/s/ Frank Popoff /s/ Glen L. Ryland
Frank Popoff Glen L. Ryland
/s/ Jerry O. Williams /s/ Daniel Yankelovich
Jerry O. Williams Daniel Yankelovich
