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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-B
FOR REGISTRATION OF SECURITIES OF
CERTAIN SUCCESSOR ISSUERS
FILED PURSUANT TO SECTION 12(B) OR 12(G) OF THE
SECURITIES EXCHANGE ACT OF 1934
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U S WEST, INC.
(Exact name of registrant as specified in its charter)
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<S> <C>
DELAWARE 84-0926774
(State of incorporation or (IRS Employer
organization) Identification No.)
7800 EAST ORCHARD ROAD
ENGLEWOOD, COLORADO 80111
(Address of principal executive (Zip Code)
offices)
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SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(B) OF THE SECURITIES EXCHANGE
ACT OF 1934:
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TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH
TO BE SO REGISTERED: EACH CLASS IS TO BE REGISTERED:
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U S WEST Communications Group New York Stock Exchange
Common Stock, par value $.01 per share Pacific Stock Exchange
U S WEST Communications Group Preferred New York Stock Exchange
Stock Purchase Rights Pacific Stock Exchange
U S WEST Media Group New York Stock Exchange
Common Stock, par value $.01 per share Pacific Stock Exchange
U S WEST Media Group Preferred New York Stock Exchange
Stock Purchase Rights Pacific Stock Exchange
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SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE SECURITIES EXCHANGE
ACT OF 1934:
None.
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ITEM 1. GENERAL INFORMATION.
(a) U S WEST, Inc. (the "Registrant") was organized on May 12, 1995 as a
corporation under the laws of the state of Delaware.
(b) The Registrant's fiscal year ends December 31.
ITEM 2. TRANSACTION OF SUCCESSION.
(a) The predecessor of the Registrant will be U S WEST, Inc., a Colorado
corporation ("U S WEST"), which has securities registered pursuant to Section
12(b) of the Securities Exchange Act of 1934, as amended.
(b) Shareholders of U S WEST will be asked at a Special Meeting of
Shareholders (the "Special Meeting") to consider and approve an Agreement and
Plan of Merger, dated as of August 17, 1995, between U S WEST and the
Registrant, pursuant to which (i) U S WEST will be merged with and into the
Registrant, a wholly owned subsidiary of U S WEST (the "Merger"), and (ii) each
share of common stock, without par value, of U S WEST, together with the
Preferred Stock Purchase Right relating thereto, will be automatically converted
into one share of U S WEST Communications Group Common Stock, par value $.01 per
share, of the Registrant (the "Communications Stock"), together with a U S WEST
Communications Group Preferred Stock Purchase Right of the Registrant (a
"Communications Right"), and one share of U S WEST Media Group Common Stock, par
value $.01 per share, of the Registrant, of the Registrant (the "Media Stock"),
together with a U S WEST Media Group Preferred Stock Purchase Right of the
Registrant (a "Media Right").
ITEM 3. SECURITIES TO BE REGISTERED.
(a) Communications Stock and Media Stock
Pursuant to the terms of the Restated Certificate of Incorporation of the
Registrant to be filed with the Secretary of State of Delaware immediately prior
to the Effective Time, there will be authorized 2 billion shares of
Communications Stock and 2 billion shares of Media Stock. No shares of
Communications Stock or Media Stock are presently issued. At the Effective Time,
each issued and outstanding share of Existing Common Stock will be automatically
converted into one share of Communications Stock and one share of Media Stock
and all shares of Existing Common Stock held by U S WEST will be cancelled. As
of August 7, 1995, there were 471,329,711 shares of Existing Common Stock issued
and outstanding. Accordingly, if the Effective Time had been on August 7, 1995,
there would have been 471,329,711 shares of each of Communications Stock and
Media Stock outstanding and no shares of Communications Stock or Media Stock
would have been held by the Registrant.
(b) Communications Rights and Media Rights
Pursuant to the Amended and Restated Rights Agreement between the Registrant
and State Street Bank and Trust Company, as Rights Agent, the Registrant is
authorized to issue a Communications Right in respect of each issued share of
Communications Stock and a Media Right in respect of each issued share of Media
Stock. As a result, upon the Effective Time, there will be issued and
outstanding one Communications Right for each issued and outstanding share of
Communications Stock and one Media Right for each issued and outstanding share
of Media Stock.
ITEM 4. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
Descriptions of the Communications Stock, the Media Stock, the
Communications Rights and the Media Rights are contained in Amendment No. 2 to
the Registrant's Registration Statement on Form S-4 (File no. 33-59315) (as
further amended, the "S-4 Registration Statement") and are incorporated herein
by reference.
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ITEM 5. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements.
Financial statements of the Registrant and of the U S WEST Media Group and
the U S WEST Communications Group are included in the Proxy Statement provided
to shareholders of U S WEST in connection with the Special Meeting, which also
constitutes a Prospectus of the Registrant with respect to the Communications
Stock, Communications Rights, Media Stock and Media Rights to be issued in the
Merger (the "Proxy Statement/Prospectus"). The Proxy Statement/Prospectus is
included in the S-4 Registration Statement and is filed as Exhibit 99 to this
Registration Statement. Accordingly, pursuant to the Instructions as to
Financial Statements, such financial statement are not included herein.
(b) Exhibits
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<S> <C> <C>
2 -- Agreement and Plan of Merger, dated as of August 17, 1995, between
the Registrant and U S WEST (incorporated herein by reference to
Exhibit 1 to the S-4 Registration Statement).
3-A -- Form of Restated Certificate of Incorporation of the Registrant
(incorporated herein by reference to Exhibit 3-A to the S-4
Registration Statement).
3-B -- By Laws of the Registrant (incorporated by reference to Exhibit 3-B
to the S-4 Registration Statement).
4-A -- Form of Amended and Restated Rights Agreement between the Registrant
and State Street Bank and Trust Company, as Rights Agent
(incorporated herein by reference to Exhibit 4-A to the S-4
Registration Statement).
99 -- Proxy Statement/Prospectus (contained in the S-4 Registration
Statement and incorporated herein by reference).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities and Exchange
Act of 1934, the Registrant has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized.
Dated: August 23, 1995
U S WEST, Inc.
By: /s/ STEPHEN E. BRILZ
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Name: Stephen E. Brilz
Title: Assistant Secretary
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