<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/ / Definitive Proxy Statement
/X/ Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
US WEST, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/ / $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
5) Total fee paid:
------------------------------------------------------------------------
/X/ Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
------------------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
3) Filing Party:
------------------------------------------------------------------------
4) Date Filed:
------------------------------------------------------------------------
<PAGE>
[U S WEST LOGO]
September 5, 1995
To Our Shareholders:
You are cordially invited to attend a Special Meeting of Shareholders of U S
WEST, Inc., a Colorado corporation ("U S WEST"), to be held at 10:00 a.m.,
Mountain Time, on October 31, 1995 at the U S WEST Denver Service Center, 1005
17th Street, Denver, Colorado.
At this Special Meeting, you will be asked to consider and approve a
proposal (the "Recapitalization Proposal") being recommended by U S WEST's Board
of Directors to create two classes of common stock that are intended to reflect
separately the performance of U S WEST's communications and multimedia
businesses and to change the state of incorporation of U S WEST from Colorado to
Delaware. If the Recapitalization Proposal is approved, U S WEST will be
reincorporated as a Delaware corporation and each outstanding share of U S
WEST's existing common stock will be automatically converted into one share of U
S WEST Communications Group Common Stock, which is intended to reflect the
performance of U S WEST's communications businesses ("Communications Stock"),
and one share of U S WEST Media Group Common Stock, which is intended to reflect
the performance of U S WEST's multimedia businesses ("Media Stock"). The
conversion of U S WEST's existing common stock into Communications Stock and
Media Stock is intended to be tax free.
The Recapitalization Proposal will not result in a distribution or spin-off
of any assets or liabilities of U S WEST or its subsidiaries. After
implementation of the Recapitalization Proposal, holders of Communications Stock
and Media Stock will continue to be common stockholders of U S WEST and subject
to the risks associated with an investment in U S WEST and all of its
businesses, assets and liabilities. U S WEST cannot assure that the combined
market values of the Communications Stock and the Media Stock after
implementation of the Recapitalization Proposal will equal or exceed the market
value of U S WEST's existing common stock. The implementation of the
Recapitalization Proposal will also, to an extent, make the capital structure of
U S WEST more complex and may give rise to occasions when the interests of the
holders of Communications Stock and the holders of Media Stock may diverge or
appear to diverge.
If approved, the Recapitalization Proposal will permit separate market
valuations of the Communications Stock and the Media Stock based upon the
separate operating results of U S WEST's communications and multimedia
businesses. It will enable investors to gain a better understanding of these
businesses and to invest in either or both securities depending upon their
investment objectives. The Recapitalization Proposal would also allow U S WEST
to preserve the strategic, financial and operational benefits it currently
enjoys as a single company.
If the Recapitalization Proposal is approved by shareholders, the Board of
Directors currently intends to pay dividends on the Communications Stock
initially at a quarterly rate of $0.535 per share, which is the current
quarterly dividend on U S WEST's existing common stock. With regard to the Media
Stock, the Board currently intends to retain future earnings, if any, for the
development of the Company's multimedia businesses and does not anticipate
paying dividends on the Media Stock in the foreseeable future.
At the Special Meeting, you will also be asked to consider and approve other
related Proposals which would amend the U S WEST 1994 Stock Plan and the U S
WEST Deferred Compensation Plan to reflect the new capital structure of U S
WEST.
The Board of Directors has carefully considered the terms of the
Recapitalization Proposal and the related proposals, believes their adoption is
in the best interests of U S WEST and its shareholders and unanimously
recommends that the shareholders approve their adoption. In arriving at its
recommendation, the Board of Directors gave careful consideration to a number of
factors, including those described in the accompanying Proxy Statement and
Prospectus. Shareholders of U S WEST have the right to dissent from the
Recapitalization Proposal and have the fair value of their shares paid to them
in cash by submitting a written notice prior to the Special Meeting and
following the other procedures outlined in the accompanying Proxy Statement and
Prospectus.
Please give these proxy materials careful attention. IT IS IMPORTANT THAT
YOUR SHARES BE REPRESENTED AND VOTED AT THE SPECIAL MEETING REGARDLESS OF THE
SIZE OF YOUR HOLDINGS. Accordingly, whether or not you plan to attend the
Special Meeting, please promptly mark, sign and date the enclosed proxy and
return it in the enclosed postage-paid envelope to assure that your shares will
be represented at the Special Meeting.
Sincerely,
[SIG]
Richard D. McCormick
CHAIRMAN OF THE BOARD,
PRESIDENT AND CHIEF EXECUTIVE OFFICER
<PAGE>
[LOGO]
7800 East Orchard Road
Englewood, Colorado 80111
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD OCTOBER 31, 1995
A Special Meeting of Shareholders of U S WEST, Inc., a Colorado corporation
("U S WEST"), will be held at the U S WEST Denver Service Center, 1005 17th
Street, Denver, Colorado on October 31, 1995, at 10:00 a.m., Mountain Time, for
the following purposes:
1. To consider and vote upon a proposal to approve an Agreement and
Plan of Merger, a copy of which is attached as Annex I to the accompanying
Proxy Statement and Prospectus, pursuant to which (a) U S WEST would be
merged with and into U S WEST, Inc., a Delaware corporation ("U S WEST
Delaware"), with U S WEST Delaware continuing as the surviving corporation,
(b) each outstanding share of Common Stock of U S WEST would be converted
into one share of U S WEST Communications Group Common Stock of U S WEST
Delaware and one share of U S WEST Media Group Common Stock of U S WEST
Delaware, and (c) each outstanding share of Series B Preferred Stock of U S
WEST would be converted into one share of Series C Preferred Stock of U S
WEST Delaware, all as more fully described in the accompanying Proxy
Statement and Prospectus;
2. To consider and vote upon a proposal to approve the related
amendments to the U S WEST 1994 Stock Plan described in Annex IX to the
accompanying Proxy Statement and Prospectus;
3. To consider and vote upon a proposal to approve the related
amendments to the U S WEST Deferred Compensation Plan described in Annex X
to the accompanying Proxy Statement and Prospectus; and
4. To transact any such other business as may properly come before the
meeting.
Proposals 2 and 3 are conditioned upon approval of Proposal 1 and will not
be implemented if Proposal 1 is not approved by shareholders and implemented by
the Board. Accordingly, a vote against Proposal 1 will have the effect of a vote
against Proposals 2 and 3.
Only shareholders of record on the books of U S WEST on the close of
business on September 5, 1995 will be entitled to vote at the Special Meeting of
Shareholders.
By order of the Board of Directors,
[SIG]
Charles P. Russ, III
EXECUTIVE VICE PRESIDENT--LAW AND
HUMAN RESOURCES,
GENERAL COUNSEL AND SECRETARY
Englewood, Colorado
September 5, 1995
YOUR VOTE IS IMPORTANT. PLEASE MARK, SIGN AND DATE THE ENCLOSED PROXY CARD AND
RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE, WHETHER OR NOT YOU PLAN TO ATTEND
THE SPECIAL MEETING.
<PAGE>
US WEST [LOGO]
PROPOSED DISTRIBUTION
OF TARGETED STOCK
SELECTED QUESTIONS & ANSWERS
This booklet should help to answer important questions regarding U S WEST's
upcoming special meeting.
MEETING DATE: October 31, 1995
MEETING LOCATION: U S WEST
DENVER SERVICE CENTER
1005 - 17th St.
Denver, CO
MEETING TIME: 10:00 a.m.
PURPOSE OF THE MEETING: To consider the Recapitalization Proposal described in
the accompanying Proxy Statement.
HOW TO VOTE YOUR PROXY: As a shareowner you may vote "FOR" or "AGAINST" the
proposal or you may vote to "ABSTAIN." However you plan to vote, please return
your proxy card as soon as possible, regardless of whether or not you plan to
attend the special meeting. REMEMBER ,YOUR VOTE IS IMPORTANT.
QUESTIONS? If you have any questions, please call our toll-free number as
follows:
QUESTIONS ABOUT YOUR ACCOUNT:
1-800-537-0222
QUESTIONS ABOUT VOTING YOUR PROXY:
1-800-854-9486
Q. WHAT WILL HAPPEN TO THE MARKET VALUE OF MY SHARES?
A. Like the shares of any other publicly traded company, the shares of each
class of common stock will have a value that is ultimately determined by the
stock market.
Q. WILL APPROVAL OF THE RECAPITALIZATION PROPOSAL HAVE ANY EFFECT ON U S WEST'S
DIVIDEND?
A. The company currently intends to pay a dividend of $2.14 per year to owners
of U S WEST Communications Group shares. In the future, dividends on U S WEST
Communications Group shares will be paid at the discretion of the Board of
Directors based on financial conditions, results of operations and business
requirements of the company.
The company does NOT currently intend to pay a dividend on U S WEST Media Group
shares.
Q. WHAT CAN I DO IF I OWN FEWER THAN 100 SHARES AND DECIDE NOT TO KEEP MY U S
WEST MEDIA GROUP SHARES AND/OR U S WEST COMMUNICATIONS GROUP SHARES?
A. FOLLOWING THE DISTRIBUTION OF U S WEST MEDIA GROUP SHARES, State Street Bank
& Trust Company will offer to shareowners holding fewer than 100 shares of U S
WEST Media Group or U S WEST Communications Group, an opportunity to sell their
shares for a small fee.
Q. WHAT CAN I DO IF I OWN FEWER THAN 100 SHARES AND I WANT TO INCREASE MY
HOLDING TO 100 SHARES?
A. At the same time State Street Bank & Trust Company provides to shareowners
with fewer than 100 shares an opportunity to sell their shares, it will also
provide information ON HOW TO INCREASE their holdings to 100 shares.
Q. WHAT HAPPENS IF SHAREOWNERS DO NOT APPROVE THE RECAPITALIZATION PLAN?
A. The plan will not be consummated, and the existing common stock will not be
converted into U S WEST Communications Group shares and U S WEST Media Group
shares.
Q. HOW WILL I DETERMINE MY TAX BASIS FOR BOTH STOCKS?
A. You will receive information on how to determine your new tax basis later
this year and in plenty of time to prepare your income tax returns for the year
1995.
Q. WHAT IF I HAVE OTHER QUESTIONS?
A. You may call our toll-free number 1-800-537-0222 if you have additional
questions.
<PAGE>
Q. WHY IS U S WEST HAVING A SPECIAL MEETING?
A. To consider a proposal to create two classes of common stock, each of which
is intended to reflect separately the performance of different U S WEST business
segments.
Q. WHAT WILL I RECEIVE IF THE RECAPITALIZATION PROPOSAL IS APPROVED?
A. If the proposal is approved, each outstanding share of U S WEST common stock
will be converted into one share of U S WEST Communications Group stock AND one
share of U S WEST Media Group Stock.
Current certificates representing shares of U S WEST Inc. will represent shares
of U S WEST Communications Group. Shareowners will also receive new
certificates representing shares of U S WEST Media Group stock.
Q. WHY IS U S WEST CONSIDERING THIS RECAPITALIZATION PROPOSAL?
A. If approved, the proposal will permit separate market valuations for U S
WEST's communications and multimedia businesses and will allow investors to gain
a better understanding of these businesses and invest in either or both
depending on their investment objectives. It also will provide U S WEST with
greater flexibility in raising capital while preserving the operational benefits
of a single corporation.
Q. WHO WILL BE ENTITLED TO RECEIVE THE NEW SHARES?
A. Holders of record at the opening of business on November 1, 1995.
Q. HOW MANY SHARES OF THE NEW CLASSES OF STOCK WILL I GET?
A. You will receive one share of U S WEST Communications Group and one share of
U S WEST Media Group for each share of U S WEST stock you now own. As noted
above, however, your current shares of U S WEST, Inc. will represent shares of
U S WEST Communications Group.
Q. WILL I HAVE TO PAY ANYTHING FOR THE NEW SHARES I WILL RECEIVE?
A. No. The shares will be issued as a special, one-time, non-taxable
distribution.
Q. WILL THE DISTRIBUTION OF THE NEW U S WEST MEDIA GROUP SHARES BE TAXABLE?
A. No. the new shares will be issued as a special, one-time stock distribution
and will NOT be taxable.
Q. IF THE RECAPITALIZATION PROPOSAL IS APPROVED, WHAT WILL HAPPEN TO THE SHARES
OF U S WEST THAT I CURRENTLY OWN?
A. It is not necessary to return your existing U S WEST, Inc. stock
certificates. Your existing U S WEST, Inc. certificates will represent your
holdings in U S WEST Communications Group, and you will receive a NEW
certificate for your U S WEST Media Group shares.
Q. WHEN WILL I RECEIVE THE NEW SHARES OF U S WEST MEDIA GROUP?
A. The new share certificates will be distributed sometime in the LATE fall of
1995.
Q. WILL ALL SHAREOWNERS RECEIVE CERTIFICATES?
A. All shareowners, except for those with street-name accounts or those
participating in the U S WEST Shareowner Investment Plan (SIP) will receive
certificates for their new U S WEST Media Group shares.
Shares held in street-name accounts will be distributed through your broker.
Accounts participating in the U S WEST SIP will automatically be credited with
the new U S WEST Media Group shares. You will receive an updated SIP Statement
in the late fall for your new Media Group account.
Q. I HAVE MY STOCK IN A STREET-NAME ACCOUNT. HOW WILL I RECEIVE MY SHARES?
A. Your shares will be distributed to your broker for addition to your account.
Q. I AM A PARTICIPANT IN THE U S WEST SHAREOWNER INVESTMENT PLAN (SIP). HOW
WILL MY SHARES BE DISTRIBUTED?
A. INSTEAD OF RECEIVING A CERTIFICATE, shareowners participating in the U S
WEST SIP will have U S WEST Media Group shares credited to their NEW MEDIA GROUP
SIP accounts.
<PAGE>
U S WEST [Logo]
PROXY VOTING INSTRUCTION CARD
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS FOR THE SPECIAL MEETING OF SHAREHOLDERS TO BE
HELD ON OCTOBER 31, 1995.
The undersigned hereby appoints Allan D. Gilmour, Frank Popoff and Jerry O.
Williams, and each of them, proxies, with the powers the undersigned would
possess if present, and with full power of substitution, to vote all common
shares of the undersigned in U S WEST, Inc. at the Special Shareholders Meeting
and at any adjournments or postponements thereof, upon all subjects that may
properly come before the Special Shareholders Meeting including the matters
described in the Notice of Special Meeting and Proxy Statement furnished
herewith, subject to any directions indicated on this card. If no directions
are given, the proxies will vote in accordance with the Directors'
recommendations on all subjects listed on this card and at their discretion on
any other matter that may properly come before the Special Shareholders Meeting.
For participants in the U S WEST Shareowner Investment Plan, this card will
cover the number of shares in the plan account as well as shares registered in
the shareholder's name. This card also provides voting instructions for shares
held in the U S WEST Savings Plan/ESOP and U S WEST Payroll Stock Ownership
Plan.
Directors recommend a vote "FOR"
------------------------------------------------------------
For Against Abstain
A. Recapitalization Proposal / / / / / /
B. Amendment to U S WEST
1994 Stock Plan / / / / / /
C. Amendment to U S WEST
Deferred Compensation Plan / / / / / /
Please sign this proxy and return promptly whether or not Date
you plan to attend the Special Shareholders Meeting.
- --------------------------------------------------------------------------------
Shareholder sign here Joint owner sign here
DETACH HERE
U S WEST [Logo] ADMISSION TICKET, PRESENT AT DOOR.
The Special Meeting of Shareholders of U S WEST, Inc., will be held at 10:00
a.m. on October 31, 1995, at the U S WEST Denver Service Center, 1005 17th
Street, Denver, Colorado.
Please mark the boxes on the proxy card to indicate how your shares shall be
voted and sign and return your proxy as soon as possible in the enclosed
postpaid envelope.
Votes are tallied by the Boston Financial Data Services, Inc., U S WEST's
transfer agent.
The use of admission tickets expedites registration of shareholders at the
Special Shareholders Meeting. Retain this portion of the proxy card to serve as
your admission ticket. Please present this ticket at the meeting.
Charles P. Russ, III
Executive Vice President - Law and Human
Resources, General Counsel and Secretary
