<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 8, 1995
REGISTRATION NO. 33-
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
U S WEST, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
COLORADO 84-0926774
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
</TABLE>
7800 EAST ORCHARD ROAD
ENGLEWOOD, COLORADO 80111
(303) 793-6500
(Name, address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
------------------------
<TABLE>
<S> <C>
STEPHEN E. BRILZ, ESQ. PLEASE SEND COPIES OF ALL COMMUNICATIONS TO:
U S WEST, INC. DENNIS J. BLOCK, ESQ.
7800 EAST ORCHARD ROAD WEIL, GOTSHAL & MANGES
ENGLEWOOD, COLORADO 80111 767 FIFTH AVENUE
(303) 793-6626 NEW YORK, NEW YORK 10153
(Name, address, including zip code, and (212) 310-8000
telephone number
of agent for service for the registrant)
</TABLE>
------------------------
Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of the Registration Statement, as determined by
market conditions.
------------------------
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/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / / __________
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration number of the earlier effective registration statement for the same
offering. / / __________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED MAXIMUM
TITLE OF EACH CLASS OF SECURITIES AGGREGATE AMOUNT OF
TO BE REGISTERED OFFERING PRICE (1) REGISTRATION FEE
<S> <C> <C>
Debt Securities of U S WEST, Inc................................ $500,000,000 $172,415
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457.
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 THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<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 BE 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 SEPTEMBER 8, 1995
PROSPECTUS
[LOGO]
$500,000,000
U S WEST, INC.
DEBT SECURITIES
U S WEST, Inc. ("U S WEST"), a Colorado corporation, from time to time may offer
its notes, debentures, or other debt securities (the "Debt Securities"). The
Debt Securities offered pursuant to this Prospectus may be issued in one or more
series and will be limited to $500,000,000 aggregate public offering price.
Certain specific terms of the particular series of Debt Securities will be set
forth in a supplement to this Prospectus (the "Prospectus Supplement") which
will be delivered together with this Prospectus, including, where applicable,
the specific designation, aggregate principal amount, denomination, maturity,
premium, if any, the rate (which may be fixed or variable), time and method of
calculating payment of interest, if any, the place or places where principal of,
premium, if any, and interest, if any, on such Debt Securities will be payable,
optional or mandatory redemption and sinking fund provisions, if any,
conversion, exercise or exchange provisions, if any, and any other specific
terms in respect of the offering and sale of the Debt Securities.
The Debt Securities may be offered and sold through one or more underwriters,
directly by U S WEST, or through dealers or agents. The names of any
underwriters, dealers or agents involved in the distribution of the Debt
Securities in respect of which this Prospectus is being delivered, and any
applicable discounts, commissions or allowances, will be set forth in the
applicable Prospectus Supplement. See "Plan of Distribution" for possible
indemnification arrangements for any underwriters, dealers or agents. Unless
otherwise provided in the Prospectus Supplement relating thereto, the Debt
Securities will not be listed on any securities exchange.
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.
THIS PROSPECTUS MAY NOT BE USED TO CONSUMMATE SALES OF SECURITIES UNLESS
ACCOMPANIED BY A PROSPECTUS SUPPLEMENT.
THE DATE OF THIS PROSPECTUS IS , 1995.
<PAGE>
The Debt Securities will be sold directly, through agents, underwriters or
dealers as designated from time to time, or through a combination of such
methods. If agents or any dealers or underwriters are involved in the sale of
the Debt Securities in respect of which this Prospectus is being delivered, the
names of such agents, dealers or underwriters and any applicable commissions or
discounts will be set forth in or may be calculated from the Prospectus
Supplement with respect to such Debt Securities.
No dealer, salesperson or any other individual has been authorized by U S
WEST to give any information or to make any representation other than those
contained or incorporated by reference in this Prospectus or any accompanying
Prospectus Supplement and, if given or made, such information or representation
must not be relied upon as having been authorized. 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.
------------------------
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 Citicorp 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 New York Stock Exchange, Inc., 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") relating to the Debt Securities 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, which is available for inspection and copying as set
forth above. Statements contained in this Prospectus or a Prospectus Supplement
as to the contents of any contract or other document which is filed as an
exhibit to the Registration Statement are not necessarily complete, and each
such statement is qualified in its entirety by reference to the full text of
such contract or document.
2
<PAGE>
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, 1994, (ii) Quarterly Reports
on Form 10-Q for the quarters ended March 31, 1995 and June 30, 1995 and (iii)
Current Reports on Form 8-K dated January 19, 1995, April 10, 1995, April 18,
1995, May 23, 1995 (as amended by Forms 8-K/A filed on July 12, 1995 and August
24, 1995), June 20, 1995 and July 28, 1995.
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 termination of the offering of the Securities 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 or in any Prospectus Supplement shall be deemed
to be modified or superseded for purposes of this Prospectus or in any
Prospectus Supplement to the extent that a statement contained herein or therein
(or in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein or therein) 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 or
in any Prospectus Supplement.
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 INVESTOR RELATIONS, U S
WEST, INC., 7800 EAST ORCHARD ROAD, ENGLEWOOD, COLORADO 80111 (TELEPHONE NUMBER
(303) 793-6500).
------------------------
3
<PAGE>
U S WEST, INC.
U S WEST is a diversified global communications company engaged in the
telecommunications, cable, wireless communications and multimedia content and
services businesses. U S WEST conducts its businesses through two groups: the U
S WEST Communications Group (the "Communications Group") and the U S WEST Media
Group (the "Media Group"). The Communications Group, through U S WEST
Communications, Inc., provides regulated communications services 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 "Communications
Group Region"). Such services include local telephone services, exchange access
services and certain long distance services, as well as various new services,
including Caller ID, voice messaging and high-speed data networking services.
The Communications Group also provides customer premise equipment and certain
communications services to business customers and governmental agencies both
inside and outside the Communications Group Region. The Media Group is comprised
of (i) cable and telecommunications network businesses outside the
Communications Group Region and internationally, (ii) domestic and international
wireless communications network businesses and (iii) domestic and international
multimedia content and services businesses. 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).
U S WEST has announced a plan (the "Recapitalization Plan") to create two
classes of common stock that are intended to reflect separately the performance
of the Communications Group and the Media Group and to change the state of
incorporation of U S WEST from Colorado to Delaware. The Recapitalization Plan
will be effected in accordance with the terms of an Agreement and Plan of
Merger, dated August 17, 1995, between U S WEST and U S WEST, Inc., a Delaware
corporation ("U S WEST Delaware") and wholly-owned subsidiary of U S WEST,
pursuant to which (i) U S WEST will be merged with and into U S WEST Delaware,
with U S WEST Delaware continuing as the surviving corporation and (ii) each
outstanding share of Common Stock, without par value, of U S WEST will be
converted into one share of U S WEST Communications Group Common Stock, par
value $.01 per share, of U S WEST Delaware, which is intended to reflect
separately the performance of the Communications Group, and one share of U S
WEST Media Group Common Stock, par value $.01 per share, of U S WEST Delaware,
which is intended to reflect separately the performance of the Media Group.
The Recapitalization Plan will require the approval of U S WEST's
shareholders. U S WEST plans to seek such approval at a special meeting of
shareholders to be held on October 31, 1995. The Recapitalization Plan will not
affect the offer and sale by U S WEST of the Debt Securities. In addition, the
Recapitalization Plan will not result in the transfer of any assets from U S
WEST or any of its subsidiaries or alter the legal nature of U S WEST's
obligations to its creditors, including its obligations under the Debt
Securities. Creditors of U S WEST, including the holders of the Debt Securities,
will continue to benefit from the cash flow of the subsidiaries comprising both
the Communications Group and the Media Group, subject to the satisfaction of
obligations by such subsidiaries. The Recapitalization Plan is not expected to
have any adverse impact on U S WEST's credit rating.
4
<PAGE>
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the ratio of earnings to fixed charges from
continuing operations of U S WEST for the periods indicated. For the purpose of
calculating this ratio, earnings consist of income before income taxes and fixed
charges. Fixed charges include interest on indebtedness (excluding discontinued
operations) and the portion of rentals representative of the interest factor.
<TABLE>
<CAPTION>
SIX MONTHS ENDED
YEAR ENDED DECEMBER 31, JUNE 30,
----------------------------------------------------- --------------------
1990 1991 1992 1993 1994 1994 1995
--------- --------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
4.07 3.11 3.85 2.38 4.85 4.98 4.09
</TABLE>
USE OF PROCEEDS
Unless otherwise specified in the Prospectus Supplement, U S WEST will apply
the net proceeds from the sale of the Debt Securities to its general funds to be
used for general corporate purposes, including the reduction of short-term and
long-term borrowings and other business opportunities.
DESCRIPTION OF DEBT SECURITIES
The following description sets forth certain general terms and provisions of
the Debt Securities to which any Prospectus Supplement may relate. The
particular terms and provisions of the series of Debt Securities offered by a
Prospectus Supplement, and the extent to which such general terms and provisions
described below may apply thereto, will be described in the Prospectus
Supplement relating to such series of Debt Securities.
The Debt Securities are to be issued under an Indenture (the "Indenture"),
dated as of , 1995, between U S WEST and The First National Bank of
Chicago, as Trustee (the "Trustee"). The following summaries of certain
provisions of the Debt Securities and the Indenture do not purport to be
complete and are subject to, and are qualified in their entirety by reference
to, all provisions of the Debt Securities and the Indenture, including the
definitions therein of certain terms. Wherever particular sections or defined
terms of the Indenture are referred to, it is intended that such sections or
defined terms shall be incorporated herein by reference.
GENERAL
The Indenture does not limit the aggregate principal amount of Debt
Securities that can be issued thereunder and debt securities may be issued
thereunder up to the aggregate principal amount which may be authorized from
time to time by, or pursuant to a resolution of, U S WEST's Board of Directors
or by a supplemental indenture. Reference is made to the Prospectus Supplement
for the following terms of the particular series of Debt Securities being
offered hereby: (i) the title of the Debt Securities of the series; (ii) any
limit upon the aggregate principal amount of the Debt Securities of the series;
(iii) the date or dates on which the principal of the Debt Securities of the
series will mature; (iv) the rate or rates (or manner of calculations thereof),
if any, at which the Debt Securities of the series will bear interest, the date
or dates from which any such interest will accrue and on which such interest
will be payable, and, with respect to Debt Securities of the series in
registered form, the record date for the interest payable on any interest
payment date; (v) the place or places where the principal of and interest, if
any, on the Debt Securities of the series will be payable; (vi) any redemption
or sinking fund provisions; (vii) if other than the entire principal amount
thereof, the portion of the principal amount of Debt Securities of the series
which will be payable upon declaration of acceleration of the maturity thereof;
(viii) whether the Debt Securities of the series will be issuable in registered
or bearer form or both, any restrictions applicable to the offer, sale or
delivery of Debt Securities in bearer form ("bearer Debt Securities"), and
whether, and the terms upon which, bearer Debt Securities will be exchangeable
for Debt Securities in registered form ("registered Debt Securities") and vice
versa; (ix) whether and under what circumstances U S WEST will pay additional
amounts on the Debt Securities of the series held by a person who is not a U.S.
person (as defined below) in respect of taxes or similar charges withheld or
deducted and, if so, whether U S WEST
5
<PAGE>
will have the option to redeem such Debt Securities rather than pay such
additional amounts; (x) whether the Debt Securities will be denominated or
provide for payment in United States dollars or a foreign currency or units of
two or more such foreign currencies; (xi) whether the Debt Securities of the
series will be convertible into or exchangeable or exercisable for shares of a
class of capital stock of U S WEST or any other corporation and the terms and
conditions relating thereto; and (xii) any additional provisions or other
special terms not inconsistent with the provisions of the Indenture, including
any terms which may be required by or advisable under United States laws or
regulations or advisable in connection with the marketing of Debt Securities of
such series. (Sections 2.01 and 2.02.) To the extent not described herein,
principal, premium, if any, and interest will be payable, and the Debt
Securities of a particular series will be transferable, in the manner described
in the Prospectus Supplement relating to such series.
Each series of Debt Securities will constitute unsecured and unsubordinated
indebtedness of U S WEST and will rank on a parity with U S WEST's other
indebtedness. However, since U S WEST is a holding company, the right of U S
WEST and, hence, the right of creditors of U S WEST (including the holders of
the Debt Securities) to participate in any distribution of the assets of any
subsidiaries of U S WEST, whether upon liquidation, reorganization, or
otherwise, is subject to prior claims of creditors of the subsidiary, except to
the extent that claims of U S WEST itself as a creditor of a subsidiary may be
recognized.
Debt Securities of any series may be issued as registered Debt Securities or
bearer Debt Securities or both as specified in the terms of the series. Unless
otherwise indicated in the Prospectus Supplement, Debt Securities will be issued
in denominations of $1,000 and integral multiples thereof, and bearer Debt
Securities will not be offered, sold, resold or delivered to U.S. persons in
connection with their original issuance. For purposes of this Prospectus, "U.S.
person" means a citizen, national or resident of the United States, a
corporation, partnership or other entity created or organized in or under the
laws of the United States, or any political subdivision thereof, or an estate or
trust which is subject to United States federal income taxation regardless of
its source of income.
To the extent set forth in the Prospectus Supplement, except in special
circumstances set forth in the Indenture, interest on bearer Debt Securities
will be payable only against presentation and surrender of the coupons for the
interest installments evidenced thereby as they mature at a paying agency of U S
WEST located outside of the United States and its possessions. (Section
2.05(c).) U S WEST will maintain such an agency for a period of two years after
the principal of such bearer Debt Securities has become due and payable. During
any period thereafter for which it is necessary in order to conform to United
States tax law or regulations, U S WEST will maintain a paying agent outside the
United States and its possessions to which the bearer Debt Securities may be
presented for payment and will provide the necessary funds therefor to such
paying agent upon reasonable notice. (Section 2.04.)
The general provisions of the Indenture do not afford holders of the Debt
Securities protection in the event of a highly-leveraged transaction,
reorganization, merger or similar transaction involving U S WEST that may
adversely affect holders of the Debt Securities.
Bearer Debt Securities and the coupons related thereto will be transferable
by delivery. (Section 2.08(e).)
If appropriate, federal income tax consequences applicable to a series of
Debt Securities will be described in the Prospectus Supplement relating thereto.
GLOBAL SECURITIES
The Debt Securities of a series may be issued in the form of one or more
fully registered global securities (each a "Global Security") that will be
deposited with, or on behalf of, a depositary (the "Depositary") identified in
the Prospectus Supplement relating to such series. Unless and until it is
exchanged for Debt Securities in definitive registered form, a Global Security
may not be transferred except as a whole by the Depositary for such Global
Security to a nominee of such Depositary or by a nominee of such Depositary to
such Depositary or another nominee of such Depositary or by such Depositary or
any such nominee to a successor of such Depositary or a nominee of such
successor.
6
<PAGE>
The specific terms of the depositary arrangements with respect to a series
of Debt Securities will be described in the Prospectus Supplement relating to
such series. U S WEST anticipates that the following provisions will apply to
all depositary arrangements.
Upon the issuance of a Global Security, the Depositary for such Global
Security will credit the accounts held with it with the respective principal
amounts of the Debt Securities represented by such Global Security. Such
accounts shall be designated by the underwriters or agents with respect to such
Debt Securities or by U S WEST if such Debt Securities are offered and sold
directly by U S WEST. Ownership of beneficial interests in a Global Security
will be limited to persons that have accounts with the Depositary for such
Global Security ("participants") or persons that may hold interests through
participants. Ownership of beneficial interests in such Global Security will be
shown on, and the transfer of that ownership will be effected only through,
records maintained by the Depositary for such Global Security or on the records
of participants. The laws of some states require that certain purchasers of
securities take physical delivery of such securities in definitive form. Such
limits and such laws may impair the ability to transfer beneficial interests in
a Global Security.
So long as the Depositary for a Global Security, or its nominee, is the
registered owner of such Global Security, such Depositary or such nominee, as
the case may be, will be considered the sole owner or holder of the Debt
Securities represented by such Global Security for all purposes under the
Indenture governing such Debt Securities. Except as provided below, owners of
beneficial interests in a Global Security will not be entitled to have Debt
Securities of the series represented by such Global Security registered in their
names, will not receive or be entitled to receive physical delivery of Debt
Securities of such series in definitive form and will not be considered the
owners or holders thereof under the Indenture governing such Debt Securities.
Principal, premium, if any, and interest payments on Debt Securities
registered in the name of a Depositary or its nominee will be made to the
Depositary or its nominee, as the case may be, as the registered owner of the
Global Security representing such Debt Securities. Neither U S WEST, the Trustee
for such Debt Securities, any Paying Agent nor the Security Registrar for such
Debt Securities will have any responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial ownership
interests in the Global Security for such Debt Securities or for maintaining,
supervising or reviewing any records relating to such beneficial ownership
interests.
U S WEST expects that the Depositary for a series of Debt Securities issued
in the form of a Global Security, upon receipt of any payment of principal,
premium or interest, will credit immediately participants' accounts with
payments in amounts proportionate to their respective beneficial interests in
the principal amount of the Global Security for such Debt Securities as shown on
the records of such Depositary. U S WEST also expects that payments by
participants to owners of beneficial interests in such Global Security held
through such participants will be governed by standing instructions and
customary practices, as is now the case with securities held for the accounts of
customers in bearer form or registered in "street name," and will be the
responsibility of such participants.
If a Depositary for a series of Debt Securities is at any time unwilling or
unable to continue as depositary and a successor depositary is not appointed by
U S WEST within 90 days, U S WEST will issue Debt Securities of such series in
definitive form in exchange for the Global Security representing such series of
Debt Securities. In addition, U S WEST may at any time and in its sole
discretion determine not to have the Debt Securities of a series represented by
a Global Security and, in such event, will issue Debt Securities of such series
in definitive form in exchange for the Global Security representing such series
of Debt Securities. In either instance, an owner of a beneficial interest in a
Global Security will be entitled to have Debt Securities of the series
represented by such Global Security equal in principal amount to such beneficial
interest registered in its name and will be entitled to physical delivery of
such Debt Securities in definitive form. Debt Securities of such series so
issued in definitive form will be issued in denominations of $1,000 and integral
multiples thereof and will be issued in registered form only, without coupons.
7
<PAGE>
EXCHANGE OF SECURITIES
To the extent permitted by the terms of a series of Debt Securities
authorized to be issued in registered form and bearer form, bearer Debt
Securities may be exchanged for an equal aggregate principal amount of
registered Debt Securities of the same series and date of maturity in such
authorized denominations as may be requested upon surrender of the bearer Debt
Securities with all unpaid coupons relating thereto, at an agency of U S WEST
maintained for such purpose and upon fulfillment of all other requirements of
such agent. (Section 2.08(b).) As of the date of this Prospectus, United States
Treasury regulations do not permit exchanges of registered Debt Securities for
bearer Debt Securities and, unless such regulations are modified, the terms of a
series of Debt Securities will not permit registered Debt Securities to be
exchanged for bearer Debt Securities.
AMENDMENT AND WAIVER
Subject to certain exceptions, the Indenture may be amended or supplemented
by U S WEST and the Trustee with the consent of the holders of a majority in
principal amount of the outstanding Debt Securities of each series affected by
the amendment or supplement (with each series voting as a class), or compliance
with any provision may be waived with the consent of the holders of a majority
in principal amount of the outstanding Debt Securities of each series affected
by such waiver (with each series voting as a class). However, without the
consent of each Debt Securityholder affected, an amendment or waiver may not (i)
reduce the amount of Debt Securities whose holders must consent to an amendment
or waiver; (ii) change the rate of or change the time for payment of interest on
any Debt Security; (iii) change the principal of or change the fixed maturity of
any Debt Security; (iv) change the terms of any Debt Securities so as to
adversely affect the terms on which such Debt Securities are convertible into,
or exchangeable or exercisable for, shares of a class of capital stock of U S
WEST or any other corporation; (v) waive a default in the payment of the
principal of or interest on any Debt Security; (vi) make any Debt Security
payable in money other than that stated in the Debt Security; or (vii) impair
the right to institute suit for the enforcement of any payment on or with
respect to any Debt Security. (Section 9.02.) The Indenture may be amended or
supplemented without the consent of any Debt Securityholder (i) to cure any
ambiguity, defect or inconsistency in the Indenture, or the Debt Securities of
any series; (ii) to provide for the assumption of all the obligations of U S
WEST under the Debt Securities, any coupons related thereto and the Indenture by
any corporation in connection with a merger, consolidation, transfer or lease of
U S WEST's property and assets substantially as an entirety, as provided for in
the Indenture; (iii) to provide for uncertificated Debt Securities in addition
to or in place of certificated Debt Securities; (iv) to make any change that
does not adversely affect the rights of any Debt Securityholder; (v) to provide
for the issuance of and establish the form and terms and conditions of a series
of Debt Securities endorsed thereon or to establish the form of any
certifications required to be furnished pursuant to the terms of the Indenture
or any series of Debt Securities; or (vi) to add to the rights of Debt
Securityholders. (Section 9.01.)
MERGER
U S WEST may consolidate with or merge into, or transfer or lease its
property and assets substantially as an entirety to, another entity if the
successor entity is a corporation and assumes all the obligations of U S WEST
under the Debt Securities and any coupons related thereto and the Indenture and
if, after giving effect to such transaction, a Default or Event of Default would
not occur or be continuing. Thereafter, all such obligations of U S WEST shall
terminate. (Sections 5.01 and 5.02.)
EVENTS OF DEFAULT
The following events are defined in the Indenture as "Events of Default"
with respect to a series of Debt Securities: (i) default in the payment of
interest on any Debt Security of such series for 90 days; (ii) default in the
payment of the principal of any Debt Security of such series; (iii) failure by U
S WEST for 90 days after notice to it to comply with any of its other agreements
in the Debt Securities of such series, in the Indenture or in any supplemental
indenture; and (iv) certain events of bankruptcy or insolvency of U S WEST.
(Section 6.01.) If an Event of Default occurs with respect to the Debt
Securities of any series and is continuing, the Trustee or the holders of at
least 25% in principal amount of all of the outstanding
8
<PAGE>
Debt Securities of that series may declare the principal (or, if the Debt
Securities of that series are original issue discount Debt Securities, such
portion of the principal amount as may be specified in the terms of that series)
of all the Debt Securities of that series to be due and payable. Upon such
declaration, such principal (or, in the case of original issue discount Debt
Securities, such specified amount) shall be due and payable immediately.
(Section 6.02.)
Securityholders may not enforce the Indenture or the Debt Securities except
as provided in the Indenture. The Trustee may require indemnity satisfactory to
it before it enforces the Indenture or the Debt Securities. (Section 7.01.)
Subject to certain limitations, holders of a majority in principal amount of the
Debt Securities of each series affected (with each series voting as a class) may
direct the Trustee in its exercise of any trust power. (Section 6.05.) The
Trustee may withhold from holders of Debt Securities notice of any continuing
default (except a default in payment of principal or interest) if it determines
that withholding notice is in their interests. (Section 7.05.)
CONCERNING THE TRUSTEE
U S WEST and certain of its affiliates maintain banking relationships in the
ordinary course of business with the Trustee. In addition, the Trustee and
certain of its affiliates serve as trustee, authenticating agent or paying agent
with respect to certain debt securities of U S WEST and its affiliates.
9
<PAGE>
PLAN OF DISTRIBUTION
DISTRIBUTION OF SECURITIES
U S WEST may offer and sell the Debt Securities (i) to or through
underwriting syndicates represented by managing underwriters, (ii) to or through
underwriters without a syndicate, (iii) through dealers, (iv) through agents or
(v) through a combination of any such methods of sale. The Prospectus Supplement
with respect to each series of Debt Securities will set forth the terms of the
offering, including the name or names of any underwriters, dealers or agents,
the purchase price and the net proceeds to U S WEST from such sale, any
underwriting discounts, agency fees and other items constituting underwriters'
or agents' compensation, the initial public offering price and any discounts or
concessions allowed, re-allowed or paid to dealers.
If any underwriters are involved in the offer and sale, the Debt Securities
will be acquired by the underwriters and may be resold by them from time to time
in one or more transactions, including negotiated transactions, at a fixed
public offering price or at varying prices determined at the time of sale.
Unless otherwise set forth in the accompanying Prospectus Supplement, the
obligations of the underwriters to purchase the Debt Securities will be subject
to certain conditions precedent and the underwriters will be obligated to
purchase all the Securities described in such Prospectus Supplement if any are
purchased. Any initial public offering price and any discounts or concessions
allowed or re-allowed or paid to dealers may be changed from time to time.
The Debt Securities may be offered and sold by U S WEST directly or through
an agent or agents designated by U S WEST from time to time. Unless otherwise
indicated in the applicable Prospectus Supplement, any such agent or agents will
be acting on a best efforts basis for the period of its or their appointment.
Any agent participating in the distribution of the Debt Securities may be deemed
to be an "underwriter," as that term is defined in the Securities Act, of the
Securities so offered and sold. The Securities also may be sold to dealers, at
the applicable price to the public set forth in the applicable Prospectus
Supplement relating to a particular series of the Securities, who later resell
to investors. Such dealers may be deemed to be "underwriters" within the meaning
of the Securities Act.
Underwriters, dealers and agents may be entitled, under agreements entered
into with U S WEST, to indemnification by U S WEST against certain liabilities,
including liabilities under the Securities Act.
The place and time of delivery for the Debt Securities in respect of which
this Prospectus is delivered will be set forth in the accompanying Prospectus
Supplement, if appropriate.
DELAYED DELIVERY ARRANGEMENTS
If so indicated in the Prospectus Supplement, U S WEST will authorize
dealers or other persons acting as U S WEST's agents to solicit offers by
certain institutions to purchase Debt Securities from U S WEST pursuant to
contracts providing for payment and delivery on a future date. Institutions with
which such contracts may be made include commercial and savings banks, insurance
companies, pension funds, investment companies, educational and charitable
institutions, and others, but in all cases such institutions must be approved by
U S WEST. The obligations of any purchaser under any such contract will not be
subject to any conditions except that (a) the purchaser of the Debt Securities
shall not at the time of delivery be prohibited from purchasing such securities
under the laws of the jurisdiction to which such purchaser is subject and (b) if
the Debt Securities are also being sold to underwriters, U S WEST shall have
sold to such underwriters the Debt Securities not sold for delayed delivery. The
dealers and such other persons will not have any responsibility in respect of
the validity or performance of such contracts.
10
<PAGE>
LEGAL OPINIONS
The validity of the Debt Securities will be passed upon by Stephen E. Brilz,
Senior Attorney of U S WEST.
EXPERTS
The consolidated financial statements and the consolidated financial
statement schedule included in U S WEST's Annual Report on Form 10-K for the
year ended December 31, 1994 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.
The consolidated financial statements of Time Warner Entertainment Company,
L.P. as of December 31, 1994 and 1993 and for each of the three years in the
period ended December 31, 1994, which appear in the Current Report on Form 8-K
of U S WEST, dated May 23, 1995, as amended by Forms 8-K/ A filed on July 12,
1995 and August 24, 1995, are incorporated herein by reference in reliance on
the report of Ernst & Young LLP, independent auditors, given upon the authority
of that firm as experts in accounting and auditing.
The financial statements of Mercury Personal Communications (trading as
Mercury One-2-One) as of March 31, 1995, 1994 and 1993 and for each of the three
years in the period ended March 31, 1994, which appear in the Current Report on
Form 8-K of U S WEST, dated May 23, 1995, as amended by Forms 8-K/A filed on
July 12, 1995 and August 24, 1995, are incorporated herein by reference in
reliance on the report of Arthur Andersen LLP, independent chartered
accountants, given upon the authority of that firm as experts in accounting and
auditing.
The combined financial statements of Georgia Cable Holdings Limited
Partnership and Subsidiary Partnerships as of December 31, 1993 and 1992 and for
each of the years in the two-year period ended December 31, 1993, which appear
in the Current Report on Form 8-K of U S WEST, dated May 23, 1995, as amended by
Forms 8-K/A filed on July 12, 1995 and August 24, 1995, have been incorporated
by reference herein and in the Registration Statement in reliance upon the
report of KPMG Peat Marwick LLP, independent certified public accountants,
incorporated by reference herein, and upon the authority of said firm as experts
in accounting and auditing.
The consolidated financial statements of Wometco Cable Corp. and
subsidiaries as of December 31, 1993 and 1992 and for each of the years in the
two-year period ended December 31, 1993, which appear in the Current Report on
Form 8-K of U S WEST, dated May 23, 1995, as amended by Forms 8-K/ A filed on
July 12, 1995 and August 24, 1995, have been incorporated by reference herein in
reliance upon the report of KPMG Peat Marwick LLP, independent certified public
accountants, incorporated by reference herein and in the Registration Statement,
and upon the authority of said firm as experts in accounting and auditing. The
report on the 1993 consolidated financial statements of Wometco Cable Corp. and
subsidiaries refers to a change in the method of accounting for income taxes in
1993 to adopt the provisions of Financial Accounting Standards Board FASB No.
109 -- Accounting for Income Taxes.
11
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
<TABLE>
<S> <C>
Securities and Exchange Commission Filing Fee.................... $ 172,415
Rating Agency Fees............................................... 100,000
Blue Sky Fees and Expenses....................................... 20,000
Trustee's Expenses............................................... 30,000
Printing and Engraving Fees...................................... 100,000
Accounting Fees and Expenses..................................... 25,000
Legal Fees and Expenses.......................................... 100,000
Miscellaneous.................................................... 2,585
---------
Total........................................................ $ 550,000
---------
---------
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The By-laws 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 against certain liabilities, including certain liabilities arising
under the Securities Act of 1933, as amended (the "Securities Act"), which might
be incurred by them in such capacities and against which they cannot be
indemnified by U S WEST.
Any agents, dealers or underwriters who execute an underwriting or other
distribution agreement in connection with an offering of Debt Securities will
agree to indemnify U S WEST's directors and their officers who signed the
registration statement against certain liabilities which might arise under the
Securities Act with respect to information furnished to U S WEST by or on behalf
of any such indemnifying party.
ITEM 16. EXHIBITS.
Exhibits identified in parentheses below are on file with the Securities and
Exchange Commission and are incorporated herein by reference to such previous
filings. All other exhibits are provided
as part of this electronic transmission.
<TABLE>
<S> <C> <C>
4-A -- Form of Indenture between U S WEST, Inc. and The First National Bank of
Chicago, as Trustee
5 -- Opinion of Stephen E. Brilz
(12) -- Computation of Ratio of Earnings to Fixed Charges of U S WEST, Inc. (Exhibit
12 to Form 10-Q for the quarter ending June 30, 1995 File No. 1-8611)
23-A -- Consent of Coopers & Lybrand L.L.P.
23-B -- Consent of Ernst & Young LLP
</TABLE>
II-1
<PAGE>
<TABLE>
<S> <C> <C>
23-C -- Consent of Arthur Andersen LLP
23-D -- Consent of KPMG Peat Marwick LLP
23-E -- Consent of Stephen E. Brilz is contained in the opinion of counsel filed as
Exhibit 5
24 -- Powers of Attorney
25 -- Statement of Eligibility under the Trust Indenture Act of 1939, as amended,
of The First National Bank of Chicago, as Trustee under the Indenture
</TABLE>
ITEM 17. UNDERTAKINGS.
The Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act, 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, as amended (the "Exchange Act") (and where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the Exchange
Act) 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.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions referred to in Item 15 (other than the
insurance policies referred to therein), 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.
The Registrant 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;
(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 undertakings 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, Inc. pursuant to Section 13 or Section 15(d) of the Exchange
Act that are incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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.
II-2
<PAGE>
(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.
The Registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act,
the information omitted from the form of prospectus filed as part of a
registration statement in reliance upon Rule 430A and contained in the form
of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of the
registration statement as of the time it was declared effective.
(2) For the purposes of determining any liability under the Securities
Act, each post-effective amendment that contains a form of prospectus 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.
II-3
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES 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 REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF DENVER, STATE OF COLORADO, ON THE 8TH DAY OF
SEPTEMBER, 1995.
U S WEST, Inc.
By /s/ STEPHEN E. BRILZ
------------------------------------
Stephen E. Brilz
Assistant Secretary
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT OR AMENDMENT THERETO HAS BEEN SIGNED BELOW BY THE
FOLLOWING DIRECTORS AND OFFICERS OF U S WEST, INC. 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 AND ACCOUNTING OFFICER:
JAMES T. ANDERSON* Acting 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*
MARILYN CARLSON NELSON*
FRANK POPOFF*
JERRY O. WILLIAMS*
*By /s/ STEPHEN E.
BRILZ
----------------------------------
Stephen E. Brilz
Attorney-in-Fact
Dated: September 8, 1995
II-4
<PAGE>
=======================================================
U S WEST, Inc.,
Issuer
and
The First National Bank of Chicago,
Trustee
-----------------------------
INDENTURE
DATED AS OF ________ __, 1995
-----------------------------
Providing for the Issuance of Debt
Securities in Series
=======================================================
<PAGE>
TIE-SHEET
Reconciliation and tie between Indenture
dated as of ________ __, 199_ and the Trust Indenture
Act of 1939. This reconciliation section does not
constitute part of the Indenture.
TRUST INDENTURE ACT INDENTURE
OF 1939 SECTION SECTION
------------------- ------------
301(a)(1). . . . . . . . . . . . . 7.10
(a)(2). . . . . . . . . . . . . 7.10
(a)(3). . . . . . . . . . . . . Inapplicable
(a) . . . . . . . . . . . . . . Inapplicable
(b) . . . . . . . . . . . . . . 7.08, 7.10
(c) . . . . . . . . . . . . . . Inapplicable
311(a) . . . . . . . . . . . . . . 7.11
(b) . . . . . . . . . . . . . . 7.11
(c) . . . . . . . . . . . . . . Inapplicable
312(a) . . . . . . . . . . . . . . 2.07
(b) . . . . . . . . . . . . . . 11.03
(c) . . . . . . . . . . . . . . 11.03
313(a) . . . . . . . . . . . . . . 7.06
(b)(1). . . . . . . . . . . . . Inapplicable
(b)(2). . . . . . . . . . . . . 7.06
(c) . . . . . . . . . . . . . . 4.02,11.02
(d) . . . . . . . . . . . . . . 7.06
314(a) . . . . . . . . . . . . . . 4.02,11.02
(b) . . . . . . . . . . . . . . Inapplicable
(c)(1). . . . . . . . . . . . . 11.04
(c)(2). . . . . . . . . . . . . 11.04
(c)(3). . . . . . . . . . . . . Inapplicable
(d) . . . . . . . . . . . . . . Inapplicable
(e) . . . . . . . . . . . . . . 11.05
(f) . . . . . . . . . . . . . . Inapplicable
315(a) . . . . . . . . . . . . . . 7.01(b)
(b) . . . . . . . . . . . . . . 7.05,11.02
(c) . . . . . . . . . . . . . . 7.01(a)
(d) . . . . . . . . . . . . . . 6.05,7.01(c)
(e) . . . . . . . . . . . . . . 6.07,6.11
316(a) (last sentence) . . . . . . 2.11
(a)(1)(A) . . . . . . . . . . . 6.05
(a)(1)(B) . . . . . . . . . . . 6.04
(a)(2). . . . . . . . . . . . . Inapplicable
(b) . . . . . . . . . . . . . . 6.07
317(a)(1). . . . . . . . . . . . . 6.01,6.08
(a)(2). . . . . . . . . . . . . 6.09
(b) . . . . . . . . . . . . . . 2.06
318(a) . . . . . . . . . . . . . . 11.01
<PAGE>
TABLE OF CONTENTS
PAGES
-----
ARTICLE 1. DEFINITIONS AND INCORPORATION BY
REFERENCE. . . . . . . . . . . . . . . 1
Section 1.01. Definitions.. . . . . . . . . . 1
Section 1.02. Other Definitions.. . . . . . . 4
Section 1.03. Incorporation by Reference of
Trust Indenture Act.. . . . . . 4
Section 1.04. Rules of Construction.. . . . . 5
ARTICLE 2. THE SECURITIES . . . . . . . . . . . . 5
Section 2.01. Issuable in Series. . . . . . . 5
Section 2.02. Establishment of Terms and
Form of Series of Securities. . 5
Section 2.03. Execution, Authentication, and
Delivery. . . . . . . . . . . . 9
Section 2.04. Registrar and Paying Agent. . . 11
Section 2.05. Payment on Securities.. . . . . 12
Section 2.06. Paying Agent to Hold Money in
Trust.. . . . . . . . . . . . . 13
Section 2.08. Transfer and Exchange.. . . . . 15
Section 2.09. Replacement Securities. . . . . 16
Section 2.10. Outstanding Securities. . . . . 17
Section 2.11. Treasury Securities.. . . . . . 18
Section 2.12. Temporary Securities. . . . . . 18
Section 2.13. Cancellation. . . . . . . . . . 19
Section 2.14. Defaulted Interest. . . . . . . 20
ARTICLE 3. REDEMPTION . . . . . . . . . . . . . . 20
Section 3.01 Notice to the Trustee.. . . . . 20
Section 3.02 Selection of Securities to be
Redeemed. . . . . . . . . . . . 20
Section 3.03 Notice of Redemption. . . . . . 21
Section 3.04 Effect of Notice of
Redemption. . . . . . . . . . . 22
Section 3.05 Deposit of Redemption Price.. . 22
Section 3.06 Securities Redeemed in Part.. . 22
ARTICLE 4. COVENANTS . . . . . . . . . . . . . . . 23
Section 4.01 Payment of Securities.. . . . . 23
Section 4.02 Reports by the Company. . . . . 23
ARTICLE 5. SUCCESSOR CORPORATION . . . . . . . . . 24
Section 5.01 When the Company May Merge,
etc. . . . . . . . . . . . . . 24
i
<PAGE>
ARTICLE 6. DEFAULTS AND REMEDIES . . . . . . . . . 24
Section 6.01 Events of Default.. . . . . . . 24
Section 6.02 Acceleration. . . . . . . . . . 26
Section 6.03 Other Remedies Available to
Trustee.. . . . . . . . . . . . 26
Section 6.04 Waiver of Existing Defaults.. . 27
Section 6.05 Control by Majority.. . . . . . 27
Section 6.06 Limitation on Suits by
Securityholders.. . . . . . . . 27
Section 6.07 Rights of Holders to Receive
Payment.. . . . . . . . . . . . 28
Section 6.08 Collection Suits by Trustee.. . 28
Section 6.09 Trustee May File Proofs of
Claim.. . . . . . . . . . . . . 28
Section 6.10. Priorities. . . . . . . . . . . 28
Section 6.11. Undertaking for Costs.. . . . . 29
ARTICLE 7. TRUSTEE . . . . . . . . . . . . . . . . 29
Section 7.01 Duties of Trustee.. . . . . . . 29
Section 7.02 Rights of Trustee.. . . . . . . 31
Section 7.03 Individual Rights of Trustee. . 31
Section 7.04 Trustee's Disclaimer. . . . . . 31
Section 7.05 Notice of Defaults. . . . . . . 32
Section 7.06 Reports by Trustee to Holders.. 32
Section 7.07 Compensation and Indemnity. . . 32
Section 7.08 Replacement of Trustee. . . . . 33
Section 7.09 Successor Trustee, Agents by
Merger, etc. . . . . . . . . . 35
Section 7.10. Eligibility; Disqualification.. 36
Section 7.11. Preferential Collection of
Claims Against the Company. . . 36
ARTICLE 8. DISCHARGE OF INDENTURE . . . . . . . . 36
Section 8.01 Termination of the Company's
Obligations.. . . . . . . . . . 36
Section 8.02 Application of Trust Money. . . 37
Section 8.03 Repayment to the Company. . . . 38
Section 8.04 Indemnity for Government
Obligations.. . . . . . . . . . 38
ARTICLE 9. AMENDMENTS AND WAIVERS . . . . . . . . 38
Section 9.01 Without Consent of Holders. . . 38
Section 9.02 With Consent of Holders.. . . . 39
Section 9.03 Compliance with Trust
Indenture Act.. . . . . . . . . 40
Section 9.04 Revocation and Effect of
Consents. . . . . . . . . . . . 41
Section 9.05 Notation on or Exchange of
Securities. . . . . . . . . . . 41
Section 9.06 Trustee Protected.. . . . . . . 41
ii
<PAGE>
ARTICLE 10. SINKING FUNDS . . . . . . . . . . . . 41
Section 10.01 Applicability of Article. . . . 41
Section 10.02 Satisfaction of Sinking Fund
Payments with Securities. . . . 42
Section 10.03 Redemption of Securities for
Sinking Fund. . . . . . . . . . 43
ARTICLE 11. MISCELLANEOUS . . . . . . . . . . . . 43
Section 11.01 Trust Indenture Act Controls. . 43
Section 11.02 Notices.. . . . . . . . . . . . 44
Section 11.03 Communication by Holders with
Other Holders.. . . . . . . . . 45
Section 11.04 Certificate and Opinion as to
Conditions Precedent. . . . . . .45
Section 11.05 Statements Required in
Certificate or Opinion. . . . . 45
Section 11.06 Rules by Trustee and Agents.. . 46
Section 11.07 Legal Holidays. . . . . . . . . 46
Section 11.08 Governing Law.. . . . . . . . . 46
Section 11.09 No Adverse Interpretation of
Other Agreements. . . . . . . . 46
Section 11.10. No Recourse Against Others. . . 46
Section 11.11. Execution in Counterparts.. . . 47
iii
<PAGE>
INDENTURE dated as of ____________, 1995 between U S WEST, Inc., a
_________________ corporation (the "Company"), and The First National Bank of
Chicago, a national banking association (the "Trustee").
RECITALS OF THE COMPANY
The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its unsecured and
unsubordinated debentures, notes, or other evidences of indebtedness
("Securities") as herein provided.
For and in consideration of the premises and the purchase of the
Securities by the Holders thereof, it is mutually covenanted and agreed as
follows for the equal and ratable benefit of the Holders of the Securities:
ARTICLE 1.
DEFINITIONS AND INCORPORATION BY REFERENCE
Section 1.01. Definitions.
"Affiliate" means any person directly or indirectly controlling or
controlled by, or under direct or indirect common control with, the Company.
"Agent" means any Paying Agent, Registrar or transfer agent as may be
appointed by the Company from time to time.
"Authorized Newspaper" means a newspaper of general circulation, in
the official language of the country of publication or in the English language,
customarily published on each business day. Whenever successive weekly
publications in an Authorized Newspaper are required hereunder, they may be made
(unless otherwise expressly provided herein) on the same or different days of
the week and in the same or different Authorized Newspapers.
"Board of Directors" mean the Board of Directors of the Company or any
duly authorized committee thereof.
"Board Resolution" means a copy of a resolution of the Board of
Directors, certified by the Secretary or an Assistant Secretary of the Company
to have been adopted by
<PAGE>
the Board of Directors and to be in full force and effect on the date of the
certificate.
"Company" means the party named as such in this Indenture until a
successor replaces it and thereafter means the successor.
"Company Order" means an order signed by two Officers of the Company.
"Default" means any event which is, or after notice or passage of time
would be, an Event of Default.
"Holder" or "Securityholder" means a bearer of an Unregistered
Security or of a coupon appertaining thereto or a person in whose name a
Registered Security is registered on the Registrar's books.
"Indenture" means this Indenture as amended or supplemented from time
to time and shall include the forms and terms of particular Series of Securities
established as contemplated hereunder.
"interest" when used with respect to an Original Issue Discount
Security which by its terms bears interest only after maturity, means interest
payable after maturity.
"Officer" means the President, any Executive Vice-President, Vice
President, the Treasurer, any Assistant Treasurer, the Secretary, any Assistant
Secretary or the Comptroller or any Assistant Comptroller of the Company.
"Officers' Certificate" means a certificate signed by two Officers of
the Company.
"Opinion of Counsel" means a written opinion of legal counsel who is
acceptable to the Company and the Trustee. The counsel may be an employee of or
counsel to the Company or the Trustee.
"Original Issue Discount Security" means any Security which provides
for an amount less than the stated principal amount thereof to be due and
payable upon declaration of acceleration of the maturity thereof pursuant to
Section 6.02.
2
<PAGE>
"principal" of a debt security means the principal of the debt
security plus, when appropriate, the premium, if any, on the debt security.
"Registered Security" means any Security issued hereunder and
registered as to principal and interest by the Registrar.
"Responsible Officer" when used with respect to the Trustee, means the
chairman or any vice-chairman of the board of directors or trustees, the
chairman or any vice-chairman of the executive committee of the board of
directors or trustees, the president, any executive vice-president, any senior
vice-president, any vice-president, any assistant vice-president, the treasurer,
the secretary, any trust officer, any second or assistant vice-president, or any
other officer or assistant officer of the Trustee customarily performing
functions similar to those performed by the persons who at the time shall be
such officers, respectively, or to whom any corporate trust matter is referred
because of his knowledge of and familiarity with a particular subject.
"SEC" means the Securities and Exchange Commission.
"Series" or Series of Securities" means a series of Securities.
"Securities" means the debentures, notes, or other obligations of the
Company issued authenticated and delivered under this Indenture.
"Subsidiary" means any corporation more than 50% of the outstanding
voting stock of which is owned, directly or indirectly, by the Company and/or by
one or more other Subsidiaries. For purposes of such definition, "voting stock"
means stock ordinarily having voting power for the election of directors,
whether at all times or only so long as no senior class of stock has such voting
power by reason of any contingency.
"TIA" means the Trust Indenture Act of 1939 as in effect on the date
of this Indenture, except as provided in Section 9.03.
"Trustee" means the party named as such in this Indenture until a
successor replaces it and, thereafter,
3
<PAGE>
means the successor and if, at any time, there is more than one Trustee,
"Trustee" as used with respect to the Securities of any Series shall mean the
Trustee with respect to that Series.
"U.S. Person" means a citizen, national, or resident of the United
States, a corporation, partnership, or other entity created or organized in or
under the laws of the United States or any political subdivision thereof, or an
estate or trust which is subject to United States federal income taxation
regardless of its source of income.
"Unregistered Security" means any Security issued hereunder which is
not a Registered Security.
"Yield to Maturity" means the yield to maturity, calculated by the
Company at the time of issuance of a Series of Securities or, if applicable, at
the most recent determination of interest on such Series in accordance with
accepted financial practice.
Section 1.02. Other Definitions.
<TABLE>
<CAPTION>
INDENTURE
TERM SECTION
---- ---------
<S> <C>
"Bankruptcy Law". . . . . . . . . . . . . . . . . . . . . 6.01
"Custodian" . . . . . . . . . . . . . . . . . . . . . . . 6.01
"Event of Default". . . . . . . . . . . . . . . . . . . . 6.01
"Legal Holiday" . . . . . . . . . . . . . . . . . . . . . 11.07
"Paying Agent". . . . . . . . . . . . . . . . . . . . . . 2.04
"Registrar" . . . . . . . . . . . . . . . . . . . . . . . 2.04
"U.S. Government Obligations" . . . . . . . . . . . . . . 8.01
</TABLE>
Section 1.03. Incorporation by Reference of Trust Indenture Act.
Whenever this Indenture refers to a provision of the TIA, the
provision is incorporated by reference in and made a part of this Indenture.
The following TIA terms used in this Indenture have the following meanings:
"Commission" means the SEC.
"indenture securities" means the Securities.
"indenture security holder" means a Holder or a Securityholder.
"indenture to be qualified" means this Indenture.
4
<PAGE>
"indenture trustee" or "institutional trustee" means the Trustee.
"obligor" on the indenture securities means the Company.
All other terms used in this Indenture that are defined by the TIA,
defined by TIA reference to another statute, or defined by SEC rule under the
TIA have the meanings assigned to them therein.
Section 1.04. Rules of Construction.
Unless the context otherwise requires:
(1) a term has the meaning assigned to it;
(2) an accounting term not otherwise defined has the meaning assigned to
it in accordance with generally accepted accounting principles;
(3) "or" is not exclusive; and
(4) words in the singular include the plural, and words in the plural
include the singular.
ARTICLE 2.
THE SECURITIES
Section 2.01. Issuable in Series.
The aggregate principal amount of Securities which may be
authenticated and delivered under this Indenture is unlimited. The Securities
may be issued in one or more Series. There may be Registered Securities and
Unregistered Securities within a Series and the Unregistered Securities may be
subject to such restrictions, and contain such legends, as may be required by
United States laws and regulations. All Series of Securities shall be equally
and ratably entitled to the benefits of this Indenture.
Section 2.02. Establishment of Terms and Form of Series of
Securities.
(a) At or prior to the issuance of any Series of Securities, the
following shall be established by a Company Board Resolution, by one or more
Officers of the Company pursuant to a Company Board Resolution, or by an
indenture supplemental hereto:
5
<PAGE>
(1) the title of the Securities of the Series (which title shall
distinguish the Securities of the Series from the Securities of any other Series
and from any other securities issued by the Company);
(2) any limit upon the aggregate principal amount of the Securities
of the Series which may be authenticated and delivered under this Indenture
(which limit shall not pertain to Securities authenticated and delivered upon
registration of transfer of, or in exchange for, or in lieu of, other Securities
of the Series pursuant to Section 2.08, 2.09, 2.12, 3.06 or 9.05);
(3) the date or dates on which the principal of the Securities of the
Series is payable;
(4) the rate or rates at which the Securities of the Series shall
bear interest, if any, or the manner of determining such rate or rates of
interest, the date or dates from which such interest shall accrue, the dates on
which such interest shall be payable, and, with respect to Registered
Securities, the record date for the interest payable on any interest payment
date, and the basis upon which interest shall be calculated if other than that
of a 360-day year of twelve 30-day months;
(5) the place or places where the principal of and interest on
Registered and Unregistered, if any, Securities of the Series shall be payable;
(6) the period or periods within which, the price or prices at which,
and the terms and conditions upon which, Securities of the Series may be
redeemed, in whole or in part, at the option of the Company;
(7) the obligation, if any, of the Company to redeem or purchase
Securities of the Series pursuant to any sinking fund or analogous provisions or
upon the happening of a specified event or at the option of a Holder thereof and
the period or periods within which, the price or prices at which, and the terms
and conditions upon which, Securities of the Series shall be redeemed or
purchased, in whole or in part, pursuant to such obligation;
(8) if in other than denominations of $1,000 and any integral
multiple thereof, the denominations in which Securities of the Series shall be
issuable;
6
<PAGE>
(9) if other than the principal amount thereof, the portion of the
principal amount of Securities of the Series which shall be payable upon
declaration of acceleration of the maturity thereof pursuant to Section 6.02;
(10) whether Securities of the Series shall be issuable as Registered
Securities or Unregistered Securities (with or without interest coupons), or
both, and any restrictions applicable to the offering, sale or delivery of
Unregistered Securities and whether, and the terms upon which, Unregistered
Securities of a Series may be exchange for Registered Securities of the same
Series and vice versa;
(11) whether and under what circumstances the Company will pay
additional amounts on the Securities of that Series held by a person who is not
a U.S. person in respect of taxes or similar charges withheld or deducted and,
if so, whether the Company will have the option to redeem such Securities rather
than pay such additional amounts;
(12) the form or forms of the Securities (or forms thereof if
Unregistered and Registered Securities shall be issuable in such Series),
including such legends as may be required by United States laws or regulations,
the form of any coupons or temporary global Security which may be issued and the
forms of any certificates, opinions or other documents which may be required
hereunder or under United States laws or regulations in connection with the
offering, sale, delivery or exchange of Unregistered Securities;
(13) whether the Securities of the Series are issuable as a global
security and, in such case, the identity of the depositary for such series;
(14) if other than such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public or
private debts, the coin or currency, including composite currency, in which
payment of the principal of and premium, if any, or interest on the Securities
of the Series shall be payable;
(15) if the principal of or interest on the Securities of the Series
are to be payable, at the election of the Company or a Holder thereof, in a coin
or currency other than that in which the Securities are stated to be
7
<PAGE>
payable, the coin or currency, including composite currency, in which payment
of the principal of and premium, if any, or interest on Securities of such
Series as to which such election is made shall be payable, the period or
periods within which, and the terms and conditions upon which, such election
may be made;
(16) if the amount of payments of principal of or interest on the
Securities of the Series may be determined with reference to an index based on
coin or currency other than that in which the Securities are stated to be
payable, the manner in which such amounts shall be determined;
(17) whether Securities of the series will be convertible into or
exchangeable or exercisable for shares of a class of capital stock of the
Company or any other corporation, whether at the option of the Company or the
Holder, and any terms and conditions relating thereto; and
(18) any other terms of the Series (which terms shall not be
inconsistent with the provisions of this Indenture), including any terms which
may be required by or advisable under United States laws or regulations or
advisable in connection with the marketing of Securities of that Series.
(b) All Securities of any one Series shall be substantially identical
except as to denomination and the rate or rates of interest, if any, and
maturity and currency and, except as may otherwise be provided in or pursuant to
a Company Board Resolution or a certificate delivered pursuant to Section
2.02(c) or in an indenture supplemental hereto. All Securities of any one
Series need not be issued at the same time, and, unless otherwise provided, a
Series may be reopened for issuances of additional Securities of such Series.
(c) If the terms and form or forms of any Series of Securities are
established by or pursuant to a Company Board Resolution, the Company shall
deliver a copy of such Board Resolution to the Trustee at or prior to the
issuance of such Series with (1) the form or forms of the Securities which have
been approved attached thereto; or (2) if such Board Resolution authorizes a
specific Officer or Officers to establish the terms and form or forms of the
Securities, a certificate of such Officer or Officers establishing or providing
for the establishment of the terms and form or forms of the Securities, with
such form or forms of the
8
<PAGE>
Securities attached to the certificate establishing such form or forms.
(d) Unregistered Securities and their coupons must have the following
statement on their face: "Any United States person who holds this obligation
will be subject to limitations under the United States income tax laws,
including the limitations provided in Section 165(j) and 1287 of the Internal
Revenue Code of 1986, as amended."
(e) If Securities of a Series are issuable in global form, any
such Security may provide that it shall represent the aggregate amount of
outstanding Securities from time to time endorsed thereon and may also
provide that the aggregate amount of outstanding Securities represented
thereby may from time to time be reduced to reflect exchanges. Any
endorsement of a Security in global form to reflect the amount, or any
increase or decrease in the amount or changes in the rights of Holders of
outstanding Securities represented thereby shall be made in such manner and
by such person or persons as shall be specified therein. Any instructions by
the Company with respect to a Security in global form shall be in writing but
need not comply with Section 11.04.
Section 2.03. Execution, Authentication, and Delivery.
(a) The Securities shall be executed on behalf of the Company by its
President, an Executive Vice President or a Vice President, and by its Treasurer
or an Assistant Treasure, or its Secretary or an Assistant Secretary.
Signatures shall be manual or facsimile. The Company's seal shall be reproduced
on the Securities and may, but need not, be attested. The coupons of
Unregistered Securities shall bear the facsimile signature of the Treasurer or
an Assistant Treasurer of the Company.
(b) If an Officer whose signature is on a Security or coupon no
longer holds that office at the time the Security is authenticated, the Security
or coupon shall be valid nevertheless.
(c) A Security shall not be valid until authenticated by the manual
signature of the Trustee or an authenticating agent, and no coupon shall be
valid until the Security to which it appertains has been so authenticated.
9
<PAGE>
Such signature shall be conclusive evidence that the Security has been
authenticated under this Indenture. Each Unregistered Security shall be
dated the date of its authentication.
(d) The Trustee (or an authenticating agent appointed pursuant to
Section 2.03(f)) shall at any time, and from time to time, authenticate and
deliver Securities of any Series executed and delivered by the Company for
original issue in an unlimited aggregate principal amount, upon receipt by the
Trustee (or an authentication agent) of (i) a Company Order or directions
pursuant to such a Company Order for the authentication and delivery of such
Securities; (ii) if the terms and form or forms of the Securities of such Series
have been established by or pursuant to a Board Resolution as permitted pursuant
to Section 2.02, a copy of such Board Resolution and any certificate that may be
required pursuant to Section 2.20(c); and (iii) an Opinion of Counsel stating:
(1) if the form of such Securities has been established by or
pursuant to a Board Resolution as permitted by Section 2.02, that such form has
been established in conformity with provisions of this Indenture;
(2) if the terms of such Securities have been established by or
pursuant to a Board Resolution as permitted by Section 2.02, that such terms
have been established, or provision has been made for their establishment, in
conformity with the provisions of this indenture; and
(3) that such Securities, when authenticated and delivered by the
Trustee (or an authenticating agent) and issued by the Company in the manner and
subject to any conditions specified in such Opinion of Counsel, will constitute
valid and legally binding obligations of the Company, enforceable in accordance
with their terms, subject to bankruptcy, insolvency, reorganization and other
laws of general applicability relating to or affecting the enforcement of
creditors' rights and to general equity principles.
If the terms and form or forms of such Securities have been
established by or pursuant to a Board Resolution as permitted by Section 2.02,
the Trustee shall not be required to authenticate such Securities if the issue
of such Securities pursuant to this Indenture will materially
10
<PAGE>
and adversely affect the Trustee's own rights, duties or immunities under the
Securities and this Indenture or otherwise in a manner which is not
reasonably acceptable to the Trustee.
Notwithstanding the foregoing, until the Company has notified the
Trustee and the Registrar that, as a result of the action described, the Company
would not suffer adverse consequences under the provisions of United States law
or regulations in effect at the time of the delivery of Unregistered Securities,
(i) delivery of Unregistered Securities will be made only outside the United
States and its possessions, and (ii) Unregistered Securities will be released in
definitive form to the person entitled to physical delivery thereof only upon
presentation of a certificate in the form prescribed by the Company.
(e) The aggregate principal amount of Securities of any Series
outstanding at any time may not exceed any limit upon the maximum principal
amount for such Series set forth in the Board Resolution (or certificate of an
Officer or Officers) or supplemental indenture pursuant to Section 2.02 or in
any additional Board Resolution or supplemental indenture which shall reopen a
series of Securities pursuant to Section 2.02.
(f) The Trustee may appoint an authenticating agent acceptable to the
Company to authenticate Securities. An authenticating agent may authenticate
Securities whenever the Trustee may do so. Each reference in this Indenture to
authentication by the Trustee includes authentication by such agent. An
authenticating agent has the same rights as an Agent to deal with the Company or
an Affiliate.
Section 2.04. Registrar and Paying Agent.
The Company shall maintain for each series of Securities an office or
agency where Registered Securities may be presented for registration of transfer
or for exchange ("Registrar") and an office or agency where (subject to Sections
2.05 and 2.08) Securities may be presented for payment ("Paying Agent"), with
respect to any Series of Securities issued in whole or in part as Unregistered
Securities, the Company shall maintain one or more Paying Agents located outside
the United States and its possessions and shall maintain such Paying Agents for
a period of two years after the principal of such Unregistered Securities has
become due and payable. During any period
11
<PAGE>
thereafter for which it is necessary in order to conform to United States tax
law or regulations, the Company will maintain a Paying Agent outside the
United States and its possessions to which the Unregistered Securities or
coupons appertaining thereto may be presented for payment and will provide
the necessary funds therefor to such Paying Agent upon reasonable notice.
The Registrar shall keep a register with respect to each Series of Securities
issued in whole or in part as Registered Securities and as to their transfer
and exchange. The Company may appoint one or more co-Registrars and one or
more additional Paying Agents for each Series of Securities and the Company
may terminate the appointment of any co-Registrar. The term "Paying Agent"
includes any additional Paying Agent. The Company shall notify the Trustee
of the name and address of any Agent not a party to this Indenture. If the
Company fails to maintain a Registrar or Paying Agent, the Trustee shall act
as such.
Section 2.05. Payment on Securities.
(a) Subject to the following provisions, the Company will pay to the
Trustee or the Paying Agent the amounts, in such coin or currency as is at the
time legal tender for the payment of public or private debt, at the times and
for the purposes set forth herein and in the text of the Securities of a Series,
and the Company hereby authorizes and directs the Trustee or the Paying Agent,
from funds so paid to it, to make or cause to be made payment of the principal
of and interest, if any, on the Securities and coupons of each Series as set
forth herein and in the text of such Securities and coupons. The Trustee will
arrange directly with any Paying Agent for the payment, or the Trustee will make
payment, from funds furnished by the Company, of the principal of and interest,
if any, on the Securities and coupons of each Series by check drawn upon a bank
specified by the Company and acceptable to the Trustee.
(b) Interest, if any, on Registered Securities of a Series shall be
paid on each interest payment date for such Series to the Holder thereof at the
close of business on the relevant record dates specified in the Securities of
such Series. The Company may pay such interest by check mailed to such Holder's
address as it appears on the register for Securities of such Series. Principal
of Registered Securities shall be payable only against presentation and
surrender thereof at the office of the Paying Agent in The City of New York,
unless the Company shall have otherwise instructed the Trustee in writing.
12
<PAGE>
(c) To the extent provided in the Securities of a Series, (i)
interest, if any, on Unregistered Securities shall be paid only against
presentation and surrender of the coupons for such interest installments as are
evidenced thereby as they mature; and (ii) original issue discount (as defined
in Section 1273 of the Internal Revenue Code of 1986, as amended), if any, on
Unregistered Securities shall be paid only against presentation and surrender of
such Securities; in either case at the office of a Paying Agent located outside
of the United States and its possessions, unless the Company shall have
otherwise instructed the Trustee in writing. Principal of Unregistered
Securities shall be paid only against presentation and surrender thereof as
provided in the Securities of a Series. If at the time a payment of principal
of or interest, if any, or original issue discount, if any, on an Unregistered
Security or coupon shall become due, the payment of the full amount so payable
at the office or offices of all the Paying Agents outside the United States and
its possessions is illegal or effectively precluded because of the imposition of
exchange controls or other similar restrictions on the payment of such amount in
United States currency, then the Company will instruct the Trustee in writing as
to how and when such payment will be made and may instruct the Trustee to make
such payments at the office of a Paying Agent located in the United States,
provided that the Company has determined that provision for such payment in the
United States would not cause such Unregistered Security to be treated as a
"registration-required obligation" under United States law and regulations.
Unless otherwise instructed in writing by the Company, no payments of interest,
original issue discounts, on principal with respect to Unregistered Securities
shall be made by a Paying Agent (i) by transfer of funds into an account
maintained by the payee in the United States, (ii) mailed to an address in the
United States, or (iii) paid to a United States address by electronic funds
transfer.
Section 2.06. Paying Agent to Hold Money in Trust.
The Company shall require each Paying Agent other than the Trustee to
agree in writing that the Paying Agent will hold in trust, for the benefit of
Securityholders of any or all Series of Securities, or the Trustee, all money
held by the Paying Agent for the payment of principal or interest on such Series
of Securities, and that the Paying Agent will notify the Trustee of any default
by the Company
13
<PAGE>
(or any other obligor on the Securities) in making any such payment. While
any such default continues, the Trustee may require a Paying Agent to pay all
money held by it to the Trustee. If the Company or a Subsidiary acts as
Paying Agent, it shall segregate the money held by it for the payment of
principal or interest on any Series of Securities and hold such money as a
separate trust fund. The Company at any time may require a Paying Agent to
pay all money held by it to the Trustee. Upon so doing, the Paying Agent
shall have no further liability for the money so paid. The Trustee or the
Paying Agent may allow and credit to the Company (or any other obligor on the
Securities) interest on any monies received by it hereunder at such rate as
may be agreed upon with the Company (or any other obligor on the Securities)
from time to time and as may be permitted by law.
Section 2.07. Securityholder Lists; Ownership of Securities.
(a) The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
Holders of each Series of Securities. If the Trustee is not the Registrar, the
Company shall furnish to the Trustee semiannually on or before the last day of
June and December in each year, and at such other times as the Trustee may
request in writing, a list in such form and as of such date as the Trustee may
reasonably require, containing all the information in the possession or control
of the Registrar, the Company or any of the Paying Agents other than the Trustee
as to the names and addresses of Holders of each such Series of Securities.
(b) Ownership of Registered Security of a Series shall be proved by
the register for such Series kept by the Registrar. Ownership of Unregistered
Securities may be proved by the production of such Unregistered Securities, or
by a certificate or affidavit executed by the person holding such Unregistered
Securities, or by a depository with whom such Unregistered Securities were
deposited if the certificate or affidavit is satisfactory to the Trustee. The
Company, the Trustee and any agent of the Company may treat the bearer or any
Unregistered Security or coupon and the person in whose name a Registered
Security is registered is the absolute owner thereof for all purposes.
14
<PAGE>
Section 2.08. Transfer and Exchange.
(a) Where Registered Securities of a Series are presented to the
Registrar with a request to register their transfer or to exchange them for an
equal principal amount of Registered Securities on the same Series containing
identical terms and provisions and date of maturity of other authorized
denominations, the Registrar shall register the transfer or make the exchange if
its requirements for such transactions are met.
(b) If both Registered and Unregistered Securities are authorized for
a Series of Securities and the terms of such Securities permit, (i) Unregistered
Securities may be exchanged for an equal principal amount of Registered or
Unregistered Securities containing identical terms and provisions of the same
Series and date of maturity in any authorized denominations upon delivery to the
Registrar (or a Paying Agent, if the exchange is for Unregistered Securities) of
the Unregistered Security with all unmatured coupons and all matured coupons in
default appertaining thereto and if all other requirements of the Registrar (or
such Paying Agent) and such Securities for such exchange are met, and (ii)
Registered Securities may be exchanged for an equal principal amount of
Unregistered Securities of the same Series and date of maturity in any
authorized denominations (except that any coupons appertaining to such
Unregistered Securities which have matured and have been paid shall be detached)
upon delivery to the Registrar of the Registered Securities and if all other
requirements of the Registrar (or such Paying Agent) and such Securities for
such exchange are met.
Notwithstanding the foregoing, the exchange of Unregistered Securities
for Registered Securities or Registered Securities for Unregistered Securities
will be subject to the satisfaction of the provisions of United States law and
regulations in effect at the time of such exchange, and no exchange of
Registered Securities for Unregistered Securities will be made until the Company
has notified the Trustee and the Registrar that, as a result of the exchange,
the Company would not suffer adverse consequences under the provisions of United
States law or regulations.
(c) To permit registrations of transfers and exchanges the Trustee
(or an authenticating agent) shall authenticate Securities upon instructions of
the Registrar
15
<PAGE>
or, if applicable, a Paying Agent upon surrender of Securities for
registration of transfer or for exchange as provided in this Section. The
Company will not make any charge for any registration of transfer or exchange
but may require the payment by the party requesting such registration of
transfer or exchange of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith.
(d) Neither the Company nor the registrar shall be required (i) to
issue, register the transfer of or exchange Securities of any Series for the
period of 15 days immediately preceding the selection of any such Securities to
be redeemed, or (ii) to register the transfer of or exchange Securities of any
Series selected, called, or being called for redemption as a whole or the
portion being redeemed of any such Securities selected, called, or being called
for redemption in part.
(e) Unregistered Securities or any coupons appertaining thereto shall
be transferable by delivery.
Section 2.09. Replacement Securities.
(a) If a mutilated Security or a Security with a mutilated coupon
appertaining to it is surrendered to the Trustee (or an authenticating
agent), the Company shall issue and the Trustee (or an authenticating agent)
shall authenticate a replacement Registered Security, if such surrendered
security was a Registered Security, or a replacement Unregistered Security
with coupons corresponding to the coupons appertaining to the surrendered
Security, if such surrendered Security was an Unregistered Security of the
same Series and containing identical terms and provisions, if the Trustee's
(or authenticating agent's) requirements are met.
(b) If the Holder of a Security claims that the Security or any
coupon appertaining thereto has been lost, destroyed, or wrongfully taken,
the Company shall issue and the Trustee (or an authenticating agent), shall
authenticate a replacement Registered Security, if such Holder's claim
pertains to a Registered Security, or a replacement Unregistered Security
with coupons corresponding to the coupons appertaining to the lost,
destroyed, or wrongfully taken Unregistered Security or the Unregistered
Security to which such lost, destroyed, or wrongfully taken coupon
appertains, if such Holder's claim pertains to an
16
<PAGE>
Unregistered Security, of the same Series and containing identical terms and
provisions, if the Trustee's requirements are met; provided, however, that
the Trustee (or an authenticating agent) or the Company may require any such
Holder to provide to the Trustee and the Company security or indemnity
sufficient in the judgment of the Company and the Trustee (or an
authenticating agent) to protect the Company, the Trustee (or an
authenticating agent) and any Agent from any loss which any of them may
suffer if a Security is replaced. The Company and the Trustee (or an
authenticating agent) may charge the party requesting a replacement Security
for its expenses in replacing a Security.
(c) Every replacement Security is an additional obligation of the
Company.
(d) Notwithstanding anything to the contrary contained herein,
replacement Securities need not be issued in any of the circumstances described
in Section 2.09 if the Company or the Trustee (or an authenticating agent) have
notice that the mutilated, lost, destroyed, or wrongfully taken Security has
been acquired by a bona fide purchaser.
Section 2.10. Outstanding Securities.
(a) Securities outstanding at any time are all Securities
authenticated by the Trustee (or an authenticating agent), except for those
cancelled by it, those delivered to it for cancellation, and those described in
this Section as not outstanding.
(b) If a Security is replaced pursuant to Section 2.09, it ceases to
be outstanding until the Trustee (or an authenticating agent), receives proof
satisfactory to it that the replaced Security is held by a bona fide purchaser.
(c) If the Paying Agent holds on a redemption date or maturity date
money or U.S. Government Obligations sufficient to pay all amounts due on
Securities of any Series on that date, then on and after that date, all
Securities of such Series cease to be outstanding and interest on them ceases to
accrue.
(d) A Security does not cease to be outstanding because the Company
or an Affiliate of either of them holds the Security.
17
<PAGE>
(e) In determining whether the Holders of the requisite principal
amount of outstanding Securities of any Series have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, or whether
sufficient funds are available for redemption or for any other purpose, (i) the
principal amount of an Original Issue Discount Security that shall be deemed to
be outstanding for such purposes shall be the amount of the principal thereof
that would be due and payable as of the date of such determination upon a
declaration of acceleration of the maturity thereof pursuant to Section 6.02;
and (ii) the principal amount of any security denominated in a currency other
than United States dollars that shall be deemed to be outstanding for such
purposes shall be that amount of United States dollars that could be obtained
for such amount on such reasonable basis of exchange and as of the record date
for such determination or action (or, if there shall be no applicable record
date, such other date reasonably proximate to the date of such determination or
action), in each case, as the Company shall specify in a written notice to the
Trustee.
Section 2.11. Treasury Securities.
In determining whether the Holders of the requisite principal amount
of Securities of any Series have concurred in any direction, waiver, or consent,
Securities of such Series owned by the Company or an Affiliate of the Company
shall be disregarded, except that for the purposes of determining whether the
Trustee shall be protected in relying on any such direction, waiver, or consent,
only Securities of such Series which the Trustee knows are so owned shall be so
disregarded.
Section 2.12. Temporary Securities.
(a) Until definitive Registered Securities of any Series are ready
for delivery, the Company may prepare and execute and the Trustee shall
authenticate temporary Registered Securities of such Series. Temporary
Registered Securities of any Series shall be substantially in the form of
definitive Registered Securities of such Series but may have variations that the
Company considers appropriate for temporary Securities. Every temporary
Registered Security shall be executed by the Company, authenticated by the
Trustee, and registered by the Registrar, upon the same conditions, and with
like effect, as a definitive Registered Security. Without unreasonable delay,
the Company shall
18
<PAGE>
prepare and the Trustee shall authenticate definitive Registered Securities
of the same Series and containing identical terms and provisions in exchange
for temporary Registered Securities.
(b) Until definitive Unregistered Securities of any Series are ready
for delivery, the Company may prepare and execute and the Trustee shall
authenticate one or more temporary Unregistered Securities, which may have
coupons attached or which may be in the form of a single temporary global
Unregistered Security of that Series. The temporary Unregistered Security or
Securities of any Series shall be substantially in the form approved by or
pursuant to a Board Resolution and shall be delivered to one of the Paying
Agents located outside the United States and its possessions or to such other
person or persons as the Company shall direct against such certification as the
Company may from time to time prescribe by or pursuant to a Board Resolution.
The temporary Unregistered Security or Securities of a Series shall be executed
by the Company and authenticated by the Trustee, upon the same conditions, and
with like effect, as a definitive Unregistered Security of such Series, except
as provided herein or therein. A temporary Unregistered Security or Securities
shall be exchangeable for definitive Unregistered Securities containing
identical terms and provisions at the time and on the conditions, if any,
specified in the temporary Security.
Upon any exchange of a part of a temporary Unregistered Security of a
Series for definitive Unregistered Securities of such Series, the temporary
Unregistered Security shall be endorsed by the Trustee or Paying Agent to
reflect the reduction of its principal amount by an amount equal to the
aggregate principal amount of definitive Unregistered Securities of such Series
so exchanged and endorsed.
Section 2.13. Cancellation.
The Company at any time may deliver Securities and coupons to the
Trustee for cancellation. The Registrar and the Paying Agent shall forward to
the Trustee any Securities and coupons surrendered to them for registration of
transfer, or for exchange, or for payment. Except as otherwise required by this
Indenture, the Trustee shall cancel all Securities and coupons surrendered for
registration of transfer, or for exchange, payment, or cancellation and will
dispose of cancelled Securities and
19
<PAGE>
coupons as the Company directs; provided, however, that any Unregistered
Securities of a Series delivered to the Trustee for exchange prior to
maturity shall be retained by the Trustee for reissue as provided herein or
in the Securities of such Series. The Company may not issue new Securities
to replace Securities that it has paid or delivered to the Trustee for
cancellation.
Section 2.14. Defaulted Interest.
If the Company defaults on a payment of interest on a Series of
Securities, either of them shall pay the defaulted interest as provided in such
Securities or in any lawful manner not inconsistent with the requirements of any
securities exchange on which such Securities may be listed.
ARTICLE 3.
REDEMPTION
Section 3.01 Notice to the Trustee.
The Company may, with respect to any Series of Securities, reserve the
right to redeem and pay the Series of Securities or any part thereof, or may
covenant to redeem and pay the Series of Securities or any part thereof, before
maturity at such time and on such terms as provided for in such Securities. The
election of the Company to redeem any Securities shall be evidenced by a Company
Order. In case of any redemption at the election of the Company of all or less
than all of the Securities of any Series with the same issue date, interest
rate, and stated maturity, the Company shall, at least 60 days prior to the
redemption date fixed by the Company (unless a shorter notice shall be
satisfactory to the Trustee), notify the Trustee of such redemption date and of
the principal amount of Securities of such Series to be redeemed.
Section 3.02 Selection of Securities to be Redeemed.
If less than all the Securities of any Series with the same issue
date, interest rate, and stated maturity are to be redeemed, the particular
Securities to be redeemed shall be selected by the Trustee from the
outstanding Securities of such Series not previously called for redemption,
by such method as the Trustee shall deem fair and appropriate and which may
provide for the selection for
20
<PAGE>
redemption of portions of the principal amount of Securities of such Series;
provided, however, that no such partial redemption shall reduce the portion
of the principal amount of a Security of such Series not redeemed to less
than the minimum denomination for a Security of that Series established
pursuant to Section 2.02. The Trustee shall promptly notify the Company in
writing of the Securities selected for redemption by it and, in the case of
any Securities selected for partial redemption, the amount thereof to be
redeemed.
Section 3.03 Notice of Redemption.
(a) At least 30 days, but not more than 90 days before a redemption
date, unless a shorter period is specified in the Securities to be redeemed, the
Company shall mail a notice of redemption by first-class mail to each Holder of
Registered Securities that are to be redeemed.
(b) If Unregistered Securities are to be redeemed, notice of
redemption shall be published in an Authorized Newspaper in each of The City of
New York, London, and, if such Securities to be redeemed are listed on the
Luxembourg Stock Exchange, Luxembourg once in each of four successive calendar
weeks, the first publication to be not less than 30 nor more than 90 days before
the redemption date.
(c) All notices shall identify the Series of Securities to be
redeemed and shall state:
(1) the redemption date;
(2) the redemption price;
(3) if less than all the outstanding Securities of a Series are to be
redeemed, the identification (and, in the case of partial redemption, the
principal amounts) of the particular Securities to be redeemed;
(4) the name and address of the Paying Agent;
(5) that Securities of the Series called for redemption and all
unmatured coupons, if any, appertaining thereto must be surrendered to the
Paying Agent to collect the redemption price; and
21
<PAGE>
(6) that interest on Securities of the Series called for redemption
ceases to accrue on and after the redemption date.
At the Company's request, the Trustee shall give the notice of
redemption in the Company's name and at its expense.
If the Company gives the notice of redemption, the Company shall
promptly provide the Trustee with evidence satisfactory to the Trustee of its
compliance with the notice requirements of this section.
Section 3.04 Effect of Notice of Redemption.
Once notice of redemption is mailed or published, Securities of a
Series called for redemption become due and payable on the redemption date and
from and after such date (unless the Company shall default in the payment of the
redemption price) such Securities shall cease to bear interest. Upon surrender
to the Paying Agent of such Securities together with all unmatured coupons, if
any, appertaining thereto, such Securities shall be paid at the redemption price
plus accrued interest to the redemption date, but installments of interest due
on or prior to the redemption date will be payable, in the case of Unregistered
Securities, to the bearers of the coupons for such interest upon surrender
thereof, and, in the case of Registered Securities, to the Holders of such
Securities of record at the close of business on the relevant record dates.
Section 3.05 Deposit of Redemption Price.
On or before the redemption date, the Company shall deposit with the
Trustee or the Paying Agent money sufficient to pay the redemption price of and
(unless the redemption date shall be an interest payment date) interest accrued
to the redemption date on all Securities to be redeemed on that date.
Section 3.06 Securities Redeemed in Part.
Upon surrender of a Security that is redeemed in part, the Company
shall issue and the Trustee or the authenticating agent shall authenticate
for the Holder of that Security a new Security or Securities of the same
Series, the same form, and the same maturity in authorized
22
<PAGE>
denominations equal in aggregate principal amount to the unredeemed portion
of the Security surrendered.
ARTICLE 4.
COVENANTS
Section 4.01 Payment of Securities.
The Company shall pay the principal of and interest on the
Securities on the dates and in the manner provided herein and in the
Securities. An installment of principal or interest shall be considered paid
on the date it is due if the Trustee or Paying Agent holds on that date money
designated for and sufficient to pay the installment.
The Company shall pay interest on overdue principal of a Security
of any Series at the rate of interest (or Yield to Maturity in the case of
Original Issue Discount Securities) borne by such Security of that Series; to
the extent lawful, it shall pay interest on overdue installments of interest
at the same rate.
Section 4.02 Reports by the Company.
The Company covenants:
(a) To file with the Trustee, within 15 days after the Company is
required to file the same with the SEC, copies of the annual reports and of
the information, documents and other reports (or copies of such portions of
any of the foregoing as the SEC may from time to time by rules and
regulations prescribe) which the Company may be required to file with the SEC
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
1934, as amended, or, if the Company is not required to file information,
documents or reports pursuant to either of such sections, to file with the
Trustee and the SEC, in accordance with rules and regulations prescribed from
time to time by the SEC, such of the supplementary and periodic information,
documents, and reports which may be required pursuant to Section 13 of the
Securities Exchange Act of 1934, as amended, in respect of a security listed
and registered on a national securities exchange as may be prescribed from
time to time in such rules and regulations.
(b) to file with the Trustee and the SEC, in accordance with the
TIA or the rules and regulations
23
<PAGE>
prescribed from time to time by the SEC, such additional information,
documents and reports with respect to compliance by the Company with the
conditions and covenants provided for in this Indenture as may be required
from time to time by the TIA or such rules and regulations; and
(c) to transmit by mail to all Holders of Registered Securities,
as the names and addresses of such Holders appear on the register for each
Series of Securities, and to such Holders of Unregistered Securities as have,
within the two years preceding such transmission, filed their names and
addresses with the Trustee for that purpose, within 30 days after the filing
thereof with the Trustee, such summaries of any information, documents and
reports required to be filed by the Company pursuant to subsections (a) and
(b) of this Section 4.02 as may be required by rules and regulations
prescribed from time to time by the SEC.
ARTICLE 5.
SUCCESSOR CORPORATION
Section 5.01 When the Company May Merge, etc.
The Company may consolidate with, or merge into, or be merged into,
or transfer or lease its properties and assets substantially as an entirety
to, any person provided (i) that the person is a corporation which assumes by
supplemental indenture all the obligations of the Company under the
Securities and any coupons appertaining thereto and under this Indenture; and
(ii) that after giving effect thereto, no Default or Event of Default shall
have occurred and be continuing. Thereafter, all such obligations of the
Company shall terminate.
ARTICLE 6.
DEFAULTS AND REMEDIES
Section 6.01 Events of Default.
An "Event of Default" occurs with respect to the Securities of any
Series if:
(1) the Company defaults in the payment of interest on any Security
of that Series when the same
24
<PAGE>
becomes due and payable and the Default continues for a period of 90 days;
(2) the Company defaults in the payment of the principal of any
Security of that Series when the same becomes due and payable at maturity,
upon redemption, or otherwise;
(3) the Company fails to comply with any of its other agreements in
the Securities of that Series, in this Indenture, or in any supplemental
indenture under which the Securities of that Series may have been issued, and
the Default continues for the period and after the notice specified below;
(4) the Company, pursuant to or within the meaning of any Bankruptcy
Law:
(A) commences a voluntary case,
(B) consents to the entry of an order for relief against it in an
involuntary case,
(C) consents to the appointment of a Custodian of it or for all or
substantially all of its property, or
(D) makes a general assignment for the benefit of its creditors; or
(5) a court of competent jurisdiction enters an order under any
Bankruptcy Law that:
(A) is for relief against the Company in an involuntary case,
(B) appoints a Custodian of the Company, or for all or substantially
all of its property, or
(C) orders the liquidation of the Company,
and, in each case, the order or decree remains unstayed and in effect for 90
days.
The term "Bankruptcy Law" means Title 11, U.S. Code, or any similar
federal or state law for the relief of debtors. The term "Custodian" means
any receiver, trustee,
25
<PAGE>
assignee, liquidator, or similar official under any Bankruptcy Law.
A Default under clause (3) is not an Event of Default until the
Trustee or the Holders of at least 25% in principal amount of all the
outstanding Securities of that Series notify the Company (and the Trustee in the
case of notification by such Holders) of the Default and the Company does not
cure the Default within 90 days after receipt of the notice. The notice must
specify the Default, demand that it be remedied, and state that the notice is a
"Notice of Default."
Section 6.02 Acceleration.
If an Event of Default occurs with respect to the Securities of any
Series and is continuing, the Trustee, by notice to the Company or the Holders
of at least 25% in principal amount of all of the outstanding Securities of that
Series, by notice to the Company and the Trustee, may declare the principal (or,
if the Securities of that Series are Original Issue Discount Securities, such
portion of the principal amount as may be specified in the terms of that Series)
of all the Securities of that Series to be due and payable. Upon such
declaration, such principal (or, in the case of Original Issue Discount
Securities, such specified amount) shall be due and payable immediately. The
Holders of a majority in principal amount of all of the Securities of that
Series, by notice to the Trustee, may rescind such a declaration and its
consequences if the rescission would not conflict with any judgment or decree
and if all existing Events of Default have been cured or waived except
nonpayment of principal or interest that has become due solely because of the
acceleration.
Section 6.03 Other Remedies Available to Trustee.
(a) If an Event of Default occurs and is continuing, the Trustee may
pursue any available remedy to collect the payment of principal of or interest
on the Securities of the Series that is in default or to enforce the performance
of any provision of the Securities of that Series or this Indenture.
(b) The Trustee may maintain a proceeding even if it does not possess
any of the Securities or does not produce any of them in the proceeding. A
delay or omission by the Trustee or any Securityholder in exercising any right
26
<PAGE>
or remedy accruing upon an Event of Default shall not impair the right or
remedy or constitute a waiver of or acquiescence in the Event of Default. No
remedy is exclusive of any other remedy. All available remedies are
cumulative.
Section 6.04 Waiver of Existing Defaults.
The Holders of a majority in principal amount of any Series of
Securities by notice to the Trustee may waive an existing Default with respect
to that Series and its consequences, except a Default in the payment of the
principal of or interest on any Security.
Section 6.05 Control by Majority.
The Holders of a majority in principal amount of the Securities of
each Series affected (with each such Series voting as a class) may direct the
time, method, and place of conducting any proceeding for any remedy available to
the Trustee or exercising any trust or power conferred on it. However, the
Trustee may refuse to follow any direction that conflicts with law or this
Indenture or that would involve the Trustee in personal liability.
Section 6.06 Limitation on Suits by Securityholders.
A Securityholder may pursue a remedy with respect to this Indenture or
the Securities of any Series only if:
(1) the Holder gives to the Trustee written notice of a continuing
Event of Default;
(2) the Holders of at least 25% in principal amount of the Securities
of that Series make a written request to the Trustee to pursue the remedy;
(3) such Holder or Holders offer to the Trustee indemnity
satisfactory to the Trustee against any loss, liability, or expense to be, or
which may be, incurred by the Trustee in pursuing the remedy;
(4) the Trustee does not comply with the request within 60 days after
receipt of the request and the offer of indemnity; and
27
<PAGE>
(5) during such 60 day period, the Holders of a majority in
principal amount of the Securities of that Series do not give the Trustee a
direction inconsistent with the request.
A Securityholder of any Series may not use this Indenture to
prejudice the rights of another Securityholder of that Series or any other
Series or to obtain a preference or priority over another Securityholder of
that Series or any other Series.
Section 6.07 Rights of Holders to Receive Payment.
Notwithstanding any other provision of this Indenture, the right of
any Holder of a Security to receive payment or principal of and interest on the
Security, on or after the respective due dates expressed in the Security, and
the right of any Holder of a coupon to receive payment of interest due as
provided in such coupon, or to bring suit for the enforcement of any such
payment, on or after such respective dates, shall not be impaired or affected
without the consent of such Holder.
Section 6.08 Collection Suits by Trustee.
If a Default specified in Section 6.01(1) or (2) occurs and continues
for the period specified therein, if any, the Trustee may recover judgment in
its own name and as trustee of an express trust against the Company for the
whole amount of such principal and interest then in default.
Section 6.09 Trustee May File Proofs of Claim.
The Trustee may file such proofs of claim and other papers or
documents as may be necessary or advisable in order to have the claims of the
Trustee and the Securityholders allowed in any judicial proceedings relations to
the Company or its creditors or property.
Section 6.10. Priorities.
If the Trustee collects any money pursuant to this Article, it shall
pay out the money in the following order:
FIRST: to the Trustee for amounts due under Section 7.07;
28
<PAGE>
SECOND: to Holders of Securities in respect of which or for the
benefit of which such money has been collected for amounts due and unpaid on
such Securities for principal and interest, ratably, without preference or
priority of any kind, according to the amounts due and payable on such
Securities for principal and interest, respectively; and
THIRD: to the person or persons lawfully entitled thereto, or as a
court of competent jurisdiction may direct.
The Trustee may fix a record date (with respect to Registered
Securities) and payment date for any such payment to Holders of Securities.
Any such record date shall not be less than 10 days nor more than 60
days prior to the applicable payment date.
Section 6.11. Undertaking for Costs.
If any suit for the enforcement of any right or remedy under this
Indenture or in any suit against the Trustee for any action taken or omitted by
it as Trustee, a court in its discretion may require the filing by any party
litigant in the suit of an undertaking to pay the costs of the suit, and the
court in its discretion may assess reasonable attorneys' fees against any party
litigant in this suit having due regard to the merits and good faith of the
claims or defenses made by the party litigant. This Section does not apply to a
suit by the Trustee, a suit by a Holder pursuant to Section 6.07, or a suit by
Holders of more than 10% in principal amount of the Securities of any Series.
ARTICLE 7.
TRUSTEE
Section 7.01 Duties of Trustee.
(a) If an Event of Default has occurred and is continuing, the
Trustee shall exercise its rights, duties and powers under this Indenture and
use the same degree of care and skill in their exercise as a prudent man would
exercise or use under the circumstances in the conduct of his own affairs.
29
<PAGE>
(b) Except during the continuance of an Event of Default:
(1) The Trustee need perform only those duties that are specifically
set forth in this Indenture, and no implied covenants or obligations shall be
read into this Indenture against the Trustee; and
(2) In the absence of bad faith on its part, the Trustee may
conclusively rely, as to the truth of the statements and the correctness of the
opinions expressed therein, upon notices, certificates, opinions or other
documents furnished to the Trustee and conforming to the requirements of this
Indenture. However, the Trustee shall examine the notices, certificates,
opinions or other documents to determine whether or not they conform to the
requirements of this Indenture.
(c) The Trustee may not be relieved from liability for its own
negligent action, its own negligent failure to act, or its own willful
misconduct, except that:
(1) This paragraph does not limit the effect of paragraph (b) of this
Section;
(2) The Trustee shall not be liable for any error of judgment made in
good faith by a Responsible Officer, unless it is proved that the Trustee was
negligent in ascertaining the pertinent facts; and
(3) The Trustee shall not be liable with respect to any action it
takes or omits to take in good faith in accordance with a direction received by
it pursuant to Sections 6.04 and 6.05.
(d) Every provision of this Indenture that in any way relates to the
Trustee is subject to paragraph (a), (b), and (c) of this Section.
(e) The Trustee may refuse to perform any duty or exercise any right
or power unless it receives indemnity satisfactory to it against any loss,
liability, or expense.
(f) The Trustee shall not be liable for interest on any money
received by it except as the Trustee may agree with the Company. Money held in
trust by the Trustee need not be segregated from other funds except to the
extent required by law.
30
<PAGE>
Section 7.02 Rights of Trustee.
(a) The Trustee may rely on any document believed by it to be genuine
and to have been signed or presented by the proper person. The Trustee need not
investigate any fact or matter stated in the document.
(b) Before the Trustee acts or refrains from acting, it may consult
with counsel or require an Officers' Certificate or an Opinion of Counsel. The
Trustee shall not be liable for any action it takes or omits to take in good
faith in reliance on a Broad Resolution, the written advice of counsel
acceptable to the Company and the Trustee, a certificate of an Officer or
Officers delivered pursuant to Section 2.02(b), an Officers' Certificate, or an
Opinion of Counsel.
(c) The Trustee may act through agents and shall not be responsible
for the misconduct or negligence of any agent appointed with due care.
(d) The Trustee shall not be liable for any action it takes or omits
to take in good faith which it believes to be authorized or within its rights or
powers.
(e) The Trustee shall not be liable for any action or omission of any
Agent which is not the Trustee.
Section 7.03 Individual Rights of Trustee.
The Trustee in its individual or any other capacity may become the
owner or pledgee of Securities and may otherwise deal with the Company or one of
its Affiliates with the same rights it would have if it were not Trustee,
subject to Sections 7.10 and 7.11. Any Agent may do the same with like rights.
Section 7.04 Trustee's Disclaimer.
The Trustee makes no representation as to the validity or adequacy of
this Indenture or the Securities. It shall not be accountable for the Company's
use of the proceeds from the Securities or for monies paid over to the Company
or by the Company to any Holders or to any Paying Agent pursuant to the
Indenture, and it shall not be responsible for any statement in the Securities
other than its certificate of authentication.
31
<PAGE>
Section 7.05 Notice of Defaults.
If a Default occurs and is continuing with respect to the Securities
of any Series and if it is known to the Trustee, the Trustee shall mail to each
Holder of a Security of that Series entitled to receive reports pursuant to
Section 4.02(c) (and, if Unregistered Securities of that Series are outstanding,
shall cause to be published at least once in an Authorized Newspaper in each of
The City of New York, London, and, if Securities of that Series are listed on
The Luxembourg Stock Exchange, Luxembourg) notice of the Default within 90 days
after it occurs. Except in the case of a Default in payment on the Securities
of any Series, the Trustee may withhold the notice if and so long as its
Corporate Trust Committee or a committee of its Responsible Officers in good
faith determines that withholding such notice is in the interests of
Securityholders of that Series.
Section 7.06 Reports by Trustee to Holders.
(a) Within 60 days after each anniversary date of the first issue of
a Series of Securities, the Trustee shall mail to each Securityholder of that
Series entitled to receive reports pursuant to Section 4.02(c) a brief report
dated as of such date that complies with TIA Section 313(a). The Trustee also
shall comply with TIA Section 313(b).
(b) At the time that it mails such a report to Securityholders of any
Series, the Trustee shall file a copy of that report with the SEC and with each
stock exchange on which the Securities of that Series are listed. The Company
shall provide written notice to the Trustee when the Securities of any Series
are listed on any stock exchange.
Section 7.07 Compensation and Indemnity.
(a) The Company shall pay to the Trustee from time to time reasonable
compensation for its services. The Trustee's compensation shall not be limited
by any law on compensation of a trustee of an express trust. The Company shall
reimburse the Trustee upon request for all reasonable out-of-pocket expenses
incurred by it in connection with the performance of its duties under this
Indenture. Such expenses shall include the reasonable compensation and expenses
of the Trustee's agents and counsel.
32
<PAGE>
(b) The Company shall indemnify the Trustee against any loss or
liability incurred by it arising out of or in connection with its acceptance or
administration of the trust or trusts hereunder. The Trustee shall notify the
Company promptly of any claim for which it may seek indemnity. The Company
shall defend the claim, and the Trustee shall cooperate in the defense. The
Trustee may have separate counsel and the Company shall pay the reasonable fees
and expenses of such counsel. The Company need not pay for any settlement made
without its consent.
(c) The Company need not reimburse any expense or indemnify against
any loss of liability incurred by the Trustee through negligence or bad faith.
(d) To secure the payment obligations of the Company pursuant to this
Section, the Trustee shall have a lien prior to the Securities of any Series on
all money or property held or collected by the Trustee, except that held in
trust to pay principal and interest on particular Securities of a Series.
(e) If the Trustee incurs expenses or renders services after an Event
of Default specified in Section 6.01(4) or (5) occurs, such expenses and the
compensation for such services are intended to constitute expenses of
administration under any Bankruptcy Law.
Section 7.08 Replacement of Trustee.
(a) The resignation or removal of the Trustee and the appointment of
a successor Trustee shall become effective only upon the successor Trustee's
acceptance of appointment as provided in this Section.
(b) The Trustee may resign with respect to the Securities of any
Series by so notifying the Company. The Holders of a majority in principal
amount of the Securities of any Series may remove the Trustee with respect to
that Series by so notifying the Trustee and the Company and may appoint a
successor Trustee for such Series with the Company's consent.
(c) The Company may remove the Trustee with respect to Securities of
any Series if:
(1) the Trustee fails to comply with Section 7.10;
33
<PAGE>
(2) the Trustee is adjudged a bankrupt or an insolvent;
(3) a receiver or public officer takes charge of the Trustee or its
property; or
(4) the Trustee becomes incapable of acting.
In addition, the Company may remove the Trustee with respect to
Securities of any Series without cause if the Company gives written notice to
the Trustee of such proposed removal at least six months in advance of the
proposed effective date of such removal; provided, however, that such removal
shall not become effective if a Default exists on the date of the giving of such
notice or occurs prior to the date such removal is scheduled to become
effective.
(d) If the Trustee resigns or is removed or if a vacancy exists in
the office of Trustee for any reason, with respect to Securities of any Series,
the Company shall promptly appoint a successor Trustee for such Series.
(e) If a successor Trustee with respect to the Securities of any
Series does not take office within 30 days after the retiring Trustee resigns or
is removed, the retiring Trustee, the Company or the Holders of a majority in
principal amount of the Securities of the applicable Series may petition any
court of competent jurisdiction for the appointment of a successor Trustee.
(f) If the Trustee with respect to the Securities of any Series fails
to comply with Section 7.10, any Securityholder of the applicable Series may
petition any court of competent jurisdiction for the removal of such Trustee and
the appointment of a successor Trustee.
(g) A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and the Company. Thereupon, the resignation
or removal of the retiring Trustee for any Series of Securities shall become
effective, and the successor Trustee shall have all the rights, powers, and
duties of the retiring Trustee with respect to all Series of Securities for
which the successor Trustee is to be acting as Trustee under this Indenture.
The retiring Trustee shall promptly transfer all property held by it as Trustee
with respect to such Series of Securities to the successor Trustee subject to
the lien
34
<PAGE>
provided for in Section 7.07. The Company shall give notice of each
appointment of a successor Trustee for any Series of Securities by publishing
notice of such event once in an Authorized Newspaper in each of The City of
New York, London, and, if Securities of that Series are listed on The
Luxembourg Stock Exchange, Luxembourg, and by mailing written notice of such
event by first-class mail to the Holders of Securities of such Series
entitled to receive reports pursuant to Section 4.02(c).
(h) All provisions of this Section 7.08 except subparagraphs (c)(1)
and (d) and the words "subject to the lien provided for in Section 7.07" in
subparagraph (g) shall apply also to any Paying Agent located outside the U.S.
and its possessions and required by Section 2.04.
(i) In case of the appointment hereunder of a successor Trustee with
respect to the Securities of one or more (but not all) Series, the Company, the
retiring Trustee, and such successor Trustee shall execute and deliver a
supplemental indenture wherein such successor Trustee shall accept such
appointment, and which (1) shall contain such provisions as shall be necessary
or desirable to transfer and confirm to, and to vest in, such successor Trustee
all the rights, powers, trusts, and duties of the retiring Trustee with respect
to the Securities of that or those Series to which the appointment of such
successor Trustee relates; (2) if the retiring Trustee is not retiring with
respect to all Securities, shall contain such provisions as shall be deemed
necessary or desirable to confirm that all the rights, powers, trusts and duties
of the retiring Trustee with respect to the Securities of that or those Series
as to which the retiring Trustee is not retiring shall continue to be vested in
the retiring Trustee; and (3) shall add to or change any of the provisions of
this Indenture as shall be necessary to provide for or facilitate the
administration of the trusts hereunder by more than one Trustee, it being
understood that nothing herein or in such supplemental indenture shall
constitute such Trustees co-trustees of the same trust and that each such
Trustee shall be trustee of a trust or trusts hereunder separate and apart from
any trust or trusts hereunder administered by any other such Trustee.
Section 7.09 Successor Trustee, Agents by Merger, etc.
35
<PAGE>
If the Trustee or any Agent consolidates with, merges or converts
into, or transfers all or substantially all of its corporate trust business
assets to, another corporation, the successor corporation, without any further
act, shall be the successor Trustee or Agent, as the case may be.
Section 7.10. Eligibility; Disqualification.
This Indenture shall always have a Trustee with respect to each Series
of Securities who satisfies the requirements of TIA Section 310(a)(1). The
Trustee shall always have a combined capital and surplus of at least $10,000,000
as set forth in its most recent published annual report of condition. The
Trustee is subject to TIA Section 310(b) except that there shall be excluded
from the operation of TIA Section 310(b)(1) all indentures of the Company or any
of its Affiliates now or hereafter existing which may be excluded under the
proviso of TIA Section 310(b)(1).
Section 7.11. Preferential Collection of Claims Against the Company.
The Trustee is subject to TIA Section 311(a), excluding any creditor
relationship listed in TIA Section 311(b). A Trustee who has resigned or been
removed shall be subject to TIA Section 311(a) to the extent indicated.
ARTICLE 8.
DISCHARGE OF INDENTURE
Section 8.01 Termination of the Company's Obligations.
(a) The Company reserves the right to terminate all of their
obligations under the Securities and this Indenture with respect to the
Securities of any Series or any installment of principal and premium, if any, or
interest on that Series if the Company irrevocably deposits in trust with the
Trustee money or U.S. Government Obligations sufficient to pay, when due,
principal, premium, if any, and interest on the Securities of that Series to
maturity or redemption or such installment of principal and premium, if any, or
interest, as the case may be, and if all other conditions set forth in the
Securities of that Series are met. The Company shall designate the installment
or installments of principal or interest to be so satisfied.
36
<PAGE>
(b) However, the Company's obligations in Sections 2.04, 2.05, 2.06,
2.07, 2.08, 2.09, 4.01, 7.07, 7.08, 8.03 and 8.04 shall survive until the
Securities are no longer outstanding. Thereafter, the Company's obligations in
Sections 7.07, 8.03 and 8.04 shall survive.
(c) Before or after a deposit, the Company may make arrangements
satisfactory to the Trustee for the redemption of Securities at a future date in
accordance with Article 3.
(d) After a deposit by the Company in accordance with this Section in
respect of the Securities of a Series, the Trustee upon request shall
acknowledge in writing the discharge of the Company's obligations under the
Securities of the Series in respect of which the deposit has been made and under
this Indenture with respect to the Securities of that Series except for those
surviving obligations specified above.
(e) In order to have money available on a payment date to pay
principal of and premium, if any, or interest on the Securities of any Series,
the U.S. Government Obligations shall be payable as to principal of or interest
on or before such payment date in such amounts as will provide the necessary
money. U.S. Government Obligations shall not be callable at the issuer's
option.
(f) "U.S. Government Obligations" means:
(i) direct obligations of the United States of America for the
payment of which the full faith and credit of the United States of America is
pledged; or
(ii) obligations of a person controlled or supervised by and acting
as an agency or instrumentality of the United States of America, the full and
timely payment of which is unconditionally guaranteed as a full faith and credit
obligation by the United States of America.
Section 8.02 Application of Trust Money.
The Trustee shall hold money or U.S. Government Obligations deposited
with it pursuant to Section 8.01. It shall apply the deposited money and the
money from U.S. Governmental Obligations through the Paying Agent and in
accordance with this Indenture to the payment of principal
37
<PAGE>
of and interest on the Securities of each Series in respect of which the
deposit shall have been made.
Section 8.03 Repayment to the Company.
(a) Subject to the provisions of Section 7.07(d), the Trustee and the
Paying Agent shall promptly pay to the Company, as the case may be, upon
request, any money or securities held by them at any time in excess of that
required for the payment of principal, premium, if any, or interest on the
Securities.
(b) The Trustee and the Paying Agent shall promptly pay to the
Company or the Guarantor, as the case may be, upon request, any money held by
them for the payment of principal or interest that remains unclaimed for two
years. After that, Securityholders entitled to the money must look to the
Company for payment as general creditors unless an abandoned property law
designates another person. Upon payment to the Company, the Trustee and Paying
Agent are released of any further obligation or liability with respect to the
utilization of such moneys.
Section 8.04 Indemnity for Government Obligations.
The Company shall pay and shall indemnify the Trustee and each
Securityholder of each Series in respect of which the deposit shall have been
made against any tax, fee, or other charge imposed on or assessed against
deposited U.S. Government Obligations or the principal and interest received on
such obligations.
ARTICLE 9.
AMENDMENTS AND WAIVERS
Section 9.01 Without Consent of Holders.
The Company and the Trustee may enter into one or more supplemental
indentures without consent of any Securityholder for any of the following
purposes:
(1) to cure any ambiguity, defect, or inconsistency herein, in the
Securities of any Series;
(2) to comply with Article 5;
38
<PAGE>
(3) to provide for uncertificated Securities in addition to or in
place of certificated Securities;
(4) to add to the covenants of the Company for the benefit of the
Holders of all or any Series of Securities (and if such covenants are to be for
the benefit of less than all Series of Securities, stating that such covenants
are expressly being included solely for the benefit of such Series) or to
surrender any right or power herein conferred upon the Company;
(5) to add to, delete from, or revise the conditions, limitations,
and restrictions on the authorized amount, terms, or purposes of issue,
authentication, and delivery of Securities, as herein set forth;
(6) to make any change that does not adversely affect the rights of
any Securityholder in any material respect; or
(7) to provide for the issuance of and establish the form and terms
and conditions of Securities of any Series as provided in Section 2.02, to
establish the form of any certifications required to be furnished pursuant to
the terms of this Indenture or any Series of Securities, or to add to the rights
of the Holders of any Series of Securities.
Section 9.02 With Consent of Holders.
(a) With the written consent of the Holders of a majority in
principal amount of the outstanding Securities of each Series affected by
such supplemental indenture (with each Series voting as a class), the Company
and the Trustee may enter into a supplemental indenture to add any provisions
to or to change or eliminate any provisions of this Indenture or of any
supplemental indenture or to modify, in each case in any manner not covered
by Section 9.01, the rights of the Securityholders of each such Series. The
Holders of a majority in principal amount of the outstanding Securities of
each Series affected by such waive (with each Series voting as a class), by
notice to the Trustee, may waive compliance by the Company with any provision
of this Indenture, any supplemental indenture, or the Securities of any such
Series, except a Default in the payment of the principal of or interest on
any Security. However, without the consent of each Securityholder affected,
an amendment or waiver may not:
39
<PAGE>
(1) reduce the amount of Securities whose Holders must consent to an
amendment or waiver;
(2) change the rate of or change the time for payment of interest on
any Security;
(3) change the principal of or change the fixed maturity of any
Security;
(4) change the terms of any Securities so as to adversely affect the
terms on which such Securities are convertible into, or exchangeable or
exercisable for, shares of a class of capital stock of U S WEST or any other
corporation;
(5) waive a Default in the payment of the principal of or interest on
any Security;
(6) make any Security payable in money other than that stated in the
Security; or
(7) make any change in Section 6.04, 6.07, or 9.02(a) (third
sentence).
(b) It is not necessary under this Section 9.02 for the
Securityholders to consent to the particular form of any proposed supplemental
indenture, but it is sufficient if they consent to the substance thereof.
(c) Promptly after the execution by the Company and the Trustee of
any supplemental indenture pursuant to the provisions of this Section 9.02, the
Company shall transmit by mail a notice, setting forth in general terms the
substance of such supplemental indenture, to all Holders of Registered
Securities, as the names and addresses of such Holders appear on the register
for each Series of Securities, and to such Holders of Unregistered Securities as
are entitled to receive reports pursuant to Section 4.02(c). Any failure of the
Company to mail such notice, or any defect therein, shall not, however, in any
way impair or affect the validity of any such supplemental indenture.
Section 9.03 Compliance with Trust Indenture Act.
Every amendment to this Indenture or the Securities of one or more
Series shall be set forth in a supplemental indenture that complies with the TIA
as then in effect.
40
<PAGE>
Section 9.04 Revocation and Effect of Consents.
Until an amendment or waiver becomes effective, a consent to it by a
Holder of a Security is a continuing consent by the Holder and every subsequent
Holder of a Security or portion of a Security that evidences the same debt as
the consenting Holder's Security even if a notation of the consent is not made
on any Security. However, any such Holder or subsequent Holder may revoke the
consent as to his Security or portion of his Security if the Trustee receives a
written notice of revocation before the date the amendment or waiver becomes
effective. After an amendment or waiver becomes effective, it shall bind every
Securityholder of each Series affected by such amendment or wavier.
Section 9.05 Notation on or Exchange of Securities.
The Trustee shall place an appropriate notation about an amendment or
waiver on any Security of any Series thereafter authenticated. The Company, in
exchange for Securities of that Series may issue and the Trustee shall
authenticate new Securities of that Series that reflect the amendment or waiver.
Section 9.06 Trustee Protected.
The Trustee need not sign any supplemental indenture that adversely
affects its rights or obligations. The Trustee may rely upon an Opinion of
Counsel that any proposed supplemental indenture is authorized or permitted by
this Indenture.
ARTICLE 10.
SINKING FUNDS
Section 10.01 Applicability of Article.
The provisions of this Article shall be applicable to any sinking
fund for the retirement of Securities of a Series, except as otherwise
permitted or required by any form of Security of such Series issued pursuant
to this Indenture.
The minimum amount of any sinking fund payment provided for by the
terms of Securities of any Series is herein referred to as "mandatory sinking
fund payment," and
41
<PAGE>
any payment in excess of such minimum amount provided for by the terms of
Securities of such Series is herein referred to as an "optional sinking fund
payment." If provided for by the terms of Securities of any Series, the cash
amount of any sinking fund payment may be subject to reduction as provided in
Section 10.02. Each sinking fund payment shall be applied to the redemption
of Securities of any Series as provided for by the terms of Securities of
such Series.
Section 10.02 Satisfaction of Sinking Fund Payments with Securities.
The Company may, in satisfaction of all or any part of any sinking
fund payment with respect to the Securities of such Series to be made
pursuant to the terms of such Securities as provided for by the terms of such
Series (1) deliver outstanding Securities of such Series (other than any of
such Securities previously called for redemption or any of such Securities in
respect of which cash shall have been released to the Company), (2) apply as
a credit Securities of such Series which have been redeemed either at the
election of the Company pursuant to the terms of such Series of Securities or
through the application of permitted optional sinking fund payments pursuant
to the terms of such Securities, provided that such Series of Securities have
not been previously so credited and (3) apply as a credit Securities which
have been converted or exchanged pursuant to the terms of such Series of
Securities. Such Securities shall be received and credited for such purpose
by the Trustee at the Redemption Price specified in such Securities for
redemption through operation of the sinking fund and the amount of such
sinking fund payment shall be reduced accordingly. If as a result of the
delivery or credit of Securities of any Series in lieu of cash payments
pursuant to this Section 10.02, the principal amount of Securities of such
Series to be redeemed in order to exhaust the aforesaid cash payment shall be
less than $500,000, the Trustee shall not call Securities of such Series for
redemption, except upon Company Order, and such cash payment shall be held by
the Trustee or a Paying Agent and applied to the next succeeding sinking fund
payment, provided, however, that the Trustee or such Paying Agent shall at
the request of the Company from time to time pay over and deliver to the
Company any cash payment so being held by the Trustee or such Paying Agent
upon delivery by the Company to the Trustee of Securities of that Series
purchased by the Company having an unpaid principal amount
42
<PAGE>
equal to the cash payment required to be released to the Company.
Section 10.03 Redemption of Securities for Sinking Fund.
Not less than 45 days prior to each sinking fund payment date for any
Series of Securities, the Company will deliver to the Trustee an Officers'
Certificate specifying the amount of the next ensuring mandatory sinking fund
payment for that Series pursuant to the terms of that Series, the portion
thereof, if any, which is to be satisfied by payment of cash, and the portion
thereof, if any, which is to be satisfied by delivering and crediting of
Securities of that Series pursuant to Section 10.02, and the optional amount, if
any, to be added in cash to the next ensuing mandatory sinking fund payment, and
will also deliver to the Trustee any Securities to be so credited and not
theretofore delivered. If such Officers' Certificate shall specify an optional
amount to be added in cash to the next ensuing mandatory sinking fund payment,
the Company shall thereupon be obligated to pay the amount therein specified.
Not less than 30 days before each such sinking fund payment date, the Trustee
shall select the Securities to be redeemed upon such sinking fund payment date
in the manner specified in Section 3.02 and cause notice of the redemption
thereof to be given in the name of and at the expense of the Company in the
manner provided in Section 3.03. Such notice having been duly given, the
redemption of such Securities shall be made upon the terms and in the manner
stated in Sections 3.04, 3.05 and 3.06.
ARTICLE 11.
MISCELLANEOUS
Section 11.01 Trust Indenture Act Controls.
If any provision of this Indenture limits, qualifies or conflicts with
a provision which is required to be included in this Indenture by the TIA, the
required provision shall control.
43
<PAGE>
Section 11.02 Notices.
(a) Any notice or communication by the Company or the Trustee is duly
given if in writing and delivered in person or mailed by certified mail:
if to the Company to:
U S WEST, Inc.
7800 East Orchard Road
Englewood, Colorado 80111
Attention: Treasurer
if to the Trustee to:
The First National Bank of Chicago
One First National Plaza
Suite 0126
Chicago, Illinois 60670-0126
Attention: Corporate Trust Services Division
(b) The Company or the Trustee by notice to the others may designate
additional or different addresses for subsequent notices or communications.
(c) Any notice or communication to Holders of Securities entitled to
receive reports pursuant to Section 4.02(c) shall be mailed by first-class mail
to the addresses for Holders of Registered Securities shown on the register kept
by the Registrar and to addresses filed with the Trustee for other Holders.
Failure to so mail a notice or communication or any defect in such notice or
communication shall not affect its sufficiency with respect to other Holders of
Securities of that or any other Series entitled to receive notice.
(d) If a notice of communication is mailed in the manner provided
above within the time prescribed, it is conclusively presumed to have been duly
given, whether or not the addressee receives it.
(e) If the Company mails a notice or communication to
Securityholders, it shall mail a copy to the Trustee and to each Agent at the
same time.
(f) If it shall be impractical in the opinion of the Trustee or the
Company to make any publication of any notice required hereby in an Authorized
Newspaper, any
44
<PAGE>
publication or other notice in lieu thereof which is made or given with the
approval of the Trustee shall constitute a sufficient publication of such
notice.
Section 11.03 Communication by Holders with Other Holders.
Securityholders of any Series may communicate pursuant to TIA Section
312(b) with other Securityholders of that Series or of all Series with respect
to their rights under this Indenture or under the Securities of that Series or
of all Series. The Company, the Trustee, the Registrar, and anyone else shall
have the protection of TIA Section 312(c).
Section 11.04 Certificate and Opinion as to Conditions Precedent.
Upon any request or application by the Company to the Trustee to take
any action under this Indenture, the Company shall furnish to the Trustee:
(1) an Officers' Certificate stating that, in the opinion of the
signers, all conditions precedent, if any, provided for in this Indenture
relating to the proposed action have been complied with; and
(2) an Opinion of Counsel stating that, in the opinion of such
counsel, all such conditions precedent have been complied with.
Section 11.05 Statements Required in Certificate or Opinion.
Each certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture shall include:
(1) a statement that the person making such certificate or opinion
has read such covenant or condition;
(2) a brief statement as to the nature and scope of the
examination or investigation upon which the Statements or opinions contained
in such certificate or opinion are based;
(3) a statement that, in the opinion of such person, he has made
such examination or investigation as is
45
<PAGE>
necessary to enable him to express an informed opinion as to whether or not
such covenant or condition has been complied with; and
(4) a statement as to whether or not, in the opinion of such person,
such condition or covenant has been complied with.
Section 11.06 Rules by Trustee and Agents.
The Trustee may make reasonable rules for action by or a meeting of
Securityholders of one or more Series. The Paying Agent or Registrar may make
reasonable rules and set reasonable requirements for its functions.
Section 11.07 Legal Holidays.
Except as may otherwise be provided in the form of Securities of any
particular Series pursuant to the provisions of this Indenture, a "Legal
Holiday" is a Saturday, Sunday, or a day on which banking institutions are not
required to be open. If a payment date is a Legal Holiday at a place of
payment, payment may be made at such place on the next succeeding day that is
not a Legal Holiday, and no interest shall accrue for the intervening period.
Section 11.08 Governing Law.
The laws of the State of New York shall govern this Indenture, the
Securities, and any coupons appertaining thereto.
Section 11.09 No Adverse Interpretation of Other Agreements.
This Indenture may not be used to interpret another indenture, loan,
or debt agreement of the Company or an Affiliate. No such indenture, loan or
debt agreement may be used to interpret this Indenture.
Section 11.10. No Recourse Against Others.
No director, officer, employee, or stockholder, as such, of the
Company or the Guarantor shall have any liability for any obligations of the
Company under the Securities or the Indenture or for any class based on, in
respect of, or by reason of, such obligations or their
46
<PAGE>
creation. Each Securityholder by accepting a Security waives and releases
all such liability. The waiver and release are part of the consideration for
the issue of the Securities.
Section 11.11. Execution in Counterparts.
This Indenture may be executed in any number of counterparts, each of
which shall be an original, but such counterparts shall together constitute but
one instrument.
ARTICLE 12.
REPAYMENT AT THE OPTION OF HOLDERS
Section 12.01 Applicability of Article.
Securities of any Series which are repayable at the option of the
Holders thereof before their stated maturity shall be repaid in accordance with
the terms of the Securities of such Series.
47
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Indenture
to be duly executed, and their respective corporate seals to be hereunto
affixed and attested, all as of the day and year first above written.
U S WEST, INC.
By:__________________________________
Name:________________________________
Title:_______________________________
(SEAL)
Attest:_______________________________
Name:__________________________
Title: Assistant Secretary
THE FIRST NATIONAL BANK OF CHICAGO
as Trustee
By:__________________________________
Name:________________________________
Title:_______________________________
Attest:_______________________________
Name:__________________________
Title: V.P. & Trust Officer
48
<PAGE>
U S WEST, Inc.
Suite 480
7800 East Orchard Road
Englewood, Colorado 80111
(303) 793-6626
Stephen E. Brilz
Senior Attorney
September 8, 1995
U S WEST, Inc.
7800 East Orchard Road
Englewood, Colorado 80111
Re: Public Offering of Debt Securities
Gentlemen and Ladies:
I have examined the Registration Statement on Form S-3 filed
contemporaneously herewith (the "Registration Statement") by U S
WEST, Inc. (the "Registrant"), with the Securities and Exchange
Commission (the "Commission") in connection with the registration
under the Securities Act of 1933, as amended, of up to
$500,000,000 of debt securities (the "Debt Securities"). I have
examined the Registrant's articles of incorporation and bylaws,
as amended, the form of indenture by and between the Registrant
and The First National Bank of Chicago, as Trustee, under which
any debt securities are to be issued (the "Indenture"), and such
other documents, certificates and matters of fact as I have
deemed necessary for purposes of this opinion. I am familiar
with the proceedings taken and proposed to be taken by the
Registrant in connection with the proposed authorization, issue
and sale of the Debt Securities.
I am also familiar with the proposed opinion of legal
counsel qualified to practice in New York concerning the
validity, legality, and binding effect of any debt securities
under New York law, upon which opinion I will rely, at such time
as Debt Securities are issued in connection with the Registration
Statement.
Based upon the foregoing, and in reliance thereon, it is my
opinion that, subject to the receipt of payment for the Debt
Securities and subject to the terms of the Debt Securities being
otherwise in compliance with then applicable law, when the Debt
Securities have been duly authorized, executed, authenticated, if
necessary, and delivered in accordance with the terms of the
applicable resolutions of the Board of Directors of the
Registrant, and any legally required consents, approvals,
authorizations, and other orders of the Commission of any other
judicial or
<PAGE>
regulatory authorities to be obtained, and, to the extent
applicable, the articles of incorporation and bylaws of the
registrant and the Indenture, the Debt Securities will constitute
legally issued and binding obligations of the Registrant, except
as may be limited by bankruptcy, insolvency, reorganization,
moratorium, or similar laws affecting creditors' rights
generally, and except that the remedies of specific performance
and injunctive and other forms of equitable relief are subject to
certain equitable defenses and to the discretion of the court
before which any proceeding therefor may be brought.
I hereby consent to the filing of this opinion as an exhibit
to the Registration Statement, and I further consent to the use
of my name under the caption "Legal Opinions" in the Prospectus
forming a part of the Registration Statement.
Very truly yours,
/s/ Stephen E. Brilz
Stephen E. Brilz
<PAGE>
Exhibit 23-A
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement
of U S WEST, Inc. on Form S-3 of our reports, which are included in U S WEST,
Inc.'s Annual Report on Form 10-K and which include an explanatory paragraph
regarding the discontinuance of accounting for the operations of U S WEST
Communications, Inc. in accordance with Statement of Financial Accounting
Standard 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 18, 1995,
on our audits of the consolidated financial statements and the consolidated
financial statement schedule of U S WEST, Inc., as of December 31, 1994 and
1993, and for the years ended December 31, 1994, 1993 and 1992.
We also consent to the reference to our firm under the caption "Experts."
/s/ Coopers & Lybrand L.L.P.
Denver, Colorado
September 8, 1995
<PAGE> Exhibit 23-B
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement on Form S-3 and related Prospectus of U S West, Inc.
for the registration of $500 million of debt securities of U S West, Inc.,
and to the incorporation by reference therein of our report dated February 7,
1995, with respect to the consolidated financial statements of Time Warner
Entertainment Company, L.P. included in the Current Report on Form 8-K of U S
West, Inc. dated May 23, 1995, as amended by Forms 8-K/A on July 12, 1995
and August 24, 1995, filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
New York, New York
September 7, 1995
<PAGE>
Exhibit 23-C
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" included in
this Registration Statement on Form S-3 and related Prospectus of U S WEST, Inc.
and to the incorporation by reference therein of our report dated 3 July 1995
with respect to the financial statements of Mercury Personal Communications for
the year ended 31 March 1995 included in the Current Report on Form 8-K of U S
WEST, Inc. dated May 23, 1995, as amended by Form 8-K/A, filed with the
Securities and Exchange Commission.
/s/ Arthur Andersen Chartered Accountants
ARTHUR ANDERSEN
Chartered Accountants and Registered Auditors
London, England,
September 8, 1995.
<PAGE> Exhibit 23-D
INDEPENDENT ACCOUNTANTS' CONSENT
We consent to the use of our report dated February 25, 1994, on the combined
financial statements of Georgia Cable Holdings Limited Partnership and
Subsidiary Partnerships, incorporated herein by reference and to the
reference to our firm under the heading "Experts" in the registration
statement on Form S-3 and related prospectus of US West, Inc.
/s/ KPMG PEAT MARWICK LLP
Miami, Florida
September 8, 1995
<PAGE>
INDEPENDENT ACCOUNTANTS' CONSENT
We consent to the use of our report dated March 25, 1994, on the consolidated
financial statements of Wometco Cable Corp. and subisdiaries, incorporated
herein by reference and to the reference to our firm under the heading
"Experts" in the registration statement on Form S-3 and related prospectus
of US West, Inc.
Our report on the 1993 consolidated financial statements of Wometco Cable
Corp. and subsidiaries refers to a change in the method of accounting for
income taxes in 1993 to adopt the provisions of the Financial Accounting
Standards Board's FASB No. 109, ACCOUNTING FOR INCOME TAXES.
/s/ KPMG PEAT MARWICK LLP
Miami, Florida
September 8, 1995
<PAGE>
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 Exchange Act of 1933, as
amended, a Registration Statement, including a related prospectus (all
effectively referred to as the "Registration Statement") for the
registration of debt securities of the Company (the "Debt Securities"); and
WHEREAS, each of the undersigned is an Officer or Director, or both, of
the Company as indicated below each signature;
NOW, THEREFORE, each of the undersigned constitutes and appoints JAMES
T. ANDERSON, CHARLES J. BURDICK, BARBARA M. JAPHA, and STEPHEN E. BRILZ, and
each of them, as attorneys for him and in his name, place and stead, and in
each capacity with the Company, to execute and file such Registration
Statement, including the related prospectus, and thereafter to execute and
file any amended registration statement or statements and amended prospectus
or prospectuses or amendments or supplements to any of the foregoing, 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 he
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 vitue hereof.
IN WITNESS WHEREOF, each of the unersigned has executed this Power of
Attorney this 4th day of August, 1995.
/s/ Richard D. McCormick /s/ James T. Anderson
------------------------------------ ---------------------------------
Richard D. McCormick James T. Anderson
Chairman of the Board, Acting Executive Vice President and
Chief Executive Officer and President Chief Financial Officer
<PAGE>
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 Exchange Act of 1933, as
amended, a Registration Statement, including a related prospectus (all
effectively referred to as the "Registration Statement") for the
registration of debt securities of the Company (the "Debt Securities"); and
WHEREAS, each of the undersigned is a Director of the Company;
NOW, THEREFORE, each of the undersigned constitutes and appoints JAMES
T. ANDERSON, CHARLES J. BURDICK, BARBARA M. JAPHA, and STEPHEN E. BRILZ, and
each of them, as attorneys for him or her and in his or her name, place, and
stead, and in each capacity as a Director of the Company, to execute and file
such Registration Statement, including the related prospectus, and thereafter
to execute and file any amended registration statement or statements and
amended prospectus or prospectuses or amendments or supplements to any of the
foregoing, hereby giving and granting aid 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 he or she 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 this 4th day of August, 1995
/s/ Richard B. Cheney /s/ Allen F. Jacobson
----------------------------------- ------------------------------------
Richard B. Cheney Allen F. Jacobson
/s/ Remedios Diaz-Oliver /s/ Marilyn C. Nelson
----------------------------------- ------------------------------------
Remedios Diaz-Oliver Marilyn C. Nelson
/s/ Grant A. Dove /s/ Frank Popoff
----------------------------------- ------------------------------------
Grant A. Dove Frank Popoff
/s/ Allan D. Gilmour
-----------------------------------
Allan D. Gilmour
/s/ Pierson M. Grieve /s/ Jerry O. Williams
----------------------------------- -------------------------------------
Pierson M. Grieve Jerry O. Williams
/s/ Shirley M. Hufstedler
-----------------------------------
Shirley M. Hufstedler
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE
PURSUANT TO SECTION 305(B)(2)____
_________________
THE FIRST NATIONAL BANK OF CHICAGO
(Exact name of trustee as specified in its charter)
A National Banking Association 36-0899825
(I.R.S. employer
identification number)
One First National Plaza, Chicago, Illinois 60670-0126
(Address of principal executive offices) (Zip Code)
The First National Bank of Chicago
One First National Plaza, Suite 0286
Chicago, Illinois 60670-0286
Attn: Lynn A. Goldstein, Law Department (312) 732-6919
(Name, address and telephone number of agent for service)
_________________
U S WEST, INC.
(Exact name of co-registrant as specified in its charter)
Colorado
(State or other jurisdiction of 84-0926774
incorporation or organization) (IRS Employer Identification No.)
7800 East Orchard Road 80111
Englewood, Colorado (Zip Code)
(Address of Principal Executive Offices)
<PAGE>
Item 1. GENERAL INFORMATION. Furnish the following information as to
the trustee:
(a) Name and address of each examining or supervision authority to
which it is subject.
Comptroller of Currency, Washington, D. C., Federal Deposit Insurance
Corporation, Washington, D. C., The Board of Governors of the Federal
Reserve System, Washington, D. C..
(B) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.
The trustee is authorized to exercise corporate trust powers.
Item 2. AFFILIATIONS WITH THE OBLIGOR. IF THE OBLIGOR IS AN AFFILIATE
OF THE TRUSTEE, DESCRIBE EACH SUCH AFFILIATION.
No such affiliation exists with the trustee.
ITEM 16. LIST OF EXHIBITS. LIST BELOW ALL EXHIBITS FILED AS A PART OF
THIS STATEMENT OF ELIGIBILITY.
1. A copy of the articles of association of the trustee now in effect.*
2. A copy of the certificates of authority of the trustee to commence
business.*
3. A copy of the authorization of the trustee to exercise corporate
trust powers.*
4. A copy of the existing by-laws of the trustee.*
5. Not applicable.
6. The consent of the trustee required by Section 321(b) of the Act.
7. A copy of the latest report of condition of the trustee published
pursuant to law or the requirements of its supervising or examining
authority.
8. Not applicable.
9. Not applicable.
* EXHIBIT 1,2,3 AND 4 ARE HEREIN INCORPORATED BY REFERENCE TO EXHIBITS
BEARING IDENTICAL NUMBERS IN ITEM 12 OF THE FORM T-1 OF THE FIRST
NATIONAL BANK OF CHICAGO, FILED AS EXHIBIT 26 TO THE REGISTRATION
STATEMENT ON FORM S-3 OF THE CIT GROUP HOLDINGS, INC., FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 16, 1993 (REGISTRATION
NO. 33-58418).
<PAGE>
Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, The First National Bank of Chicago, a national
banking association organized and existing under the laws of the
United States of America, has duly caused this Statement of
Eligibility to be signed on its behalf by the undersigned, thereunto
duly authorized, all in the City of Chicago, and State of Illinois, on
the 7th day of September, 1995.
The First National Bank of Chicago,
By: Steven M. Wagner
----------------------------
Steven M. Wagner
Vice President
<PAGE>
EXHIBIT 6
THE CONSENT OF THE TRUSTEE REQUIRED
BY SECTION 321(b) OF THE ACT
September 7, 1995
Securities and Exchange Commission
Washington, D. C. 20549
Gentlemen:
In connection with the qualification of indentures among U S WEST,
Inc. and The First National Bank of Chicago, as trustee, the
undersigned, in accordance with Section 321(b) of the Trust Indenture
Act of 1939, as amended, hereby consents that the reports of
examinations of the undersigned, made by Federal or State Authorities
authorized to make such examinations, may be furnished by such
authorities to the Securities and Exchange Commission upon its request
therefor.
Very truly yours,
THE FIRST NATIONAL BANK OF CHICAGO
By: Steven M. Wagner
------------------------------
Steven M. Wagner
Vice President
<PAGE>
EXHIBIT 7
A copy of the latest report of condition of the trustee published
pursuant to law or the requirements of its supervising or examining
authority.
<PAGE>
<TABLE>
<S> <C> <C>
Legal Title of Bank: The First National Bank of Chicago Call Date: 06/30/95 ST-BK: 17-1630 FFIEC 031
Address: One First National Plaza, Suite 0460 Page RC-1
City, State Zip: Chicago, IL 60670-0460
FDIC Certificate No.: 0/3/6/1/8
---------
</TABLE>
CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL
AND STATE-CHARTERED SAVINGS BANKS FOR JUNE 30, 1995
All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, report the amount outstanding of the last business day of the
quarter.
SCHEDULE RC--BALANCE SHEET
<TABLE>
<CAPTION> GREATER
C400 THAN
DOLLAR AMOUNTS IN ------------ -------
THOUSANDS RCFD BIL MIL THOU
-------------------- ---- ------------
<S> <C> <C> <C> <C>
ASSETS
1. Cash and balances due from depository institutions (from Schedule RC-A):
a. Noninterest-bearing balances and currency and coin(1)................ 0081 3,184,875 1.a.
b. Interest-bearing balances(2)......................................... 0071 8,932,069 1.b.
2. Securities
a. Held-to-maturity securities(from Schedule RC-B, column A)............ 1754 249,502 2.a.
b. Available-for-sale securities (from Schedule RC-B, column D)......... 1773 536,856 2.b.
3. Federal funds sold and securities purchased under agreements to
resell in domestic offices of the bank and its Edge and Agreement
subsidiaries, and in IBFs:
a. Federal Funds sold................................................... 0276 2,897,736 3.a.
b. Securities purchased under agreements to resell...................... 0277 1,417,129 3.b.
4. Loans and lease financing receivables:
a. Loans and leases, net of unearned income (from Schedule RC-C)........ RCFD 2122 16,567,408 4.a.
b. LESS: Allowance for loan and lease losses............................ RCFD 3123 358,877 4.b.
c. LESS: Allocated transfer risk reserve................................ RCFD 3128 0 4.c.
d. Loans and leases, net of unearned income, allowance, and
reserve (item 4.a minus 4.b and 4.c)................................. 2125 16,208,531 4.d.
5. Assets held in trading accounts......................................... 3545 13,486,931 5.
6. Premises and fixed assets (including capitalized leases)................ 2145 516,279 6.
7. Other real estate owned (from Schedule RC-M)............................ 2150 11,216 7.
8. Investments in unconsolidated subsidiaries and associated
companies (from Schedule RC-M).......................................... 2130 12,946 8.
9. Customers' liability to this bank on acceptances outstanding............ 2155 501,943 9.
10. Intangible assets (from Schedule RC-M).................................. 2143 111,683 10.
11. Other assets (from Schedule RC-F)....................................... 2160 1,258,270 11.
12. Total assets (sum of items 1 through 11)................................ 2170 49,325,966 12.
<FN>
_____________
(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held in trading accounts.
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C>
Legal Title of Bank: The First National Bank of Chicago Call Date: 06/30/95 ST-BK: 17-1630 FFIEC 031
Address: One First National Plaza, Suite 0460 Page RC-2
City, State Zip: Chicago, IL 60670-0460
FDIC Certificate No.: 0/3/6/1/8
---------
</TABLE>
SCHEDULE RC-CONTINUED
<TABLE>
<CAPTION>
DOLLAR AMOUNTS IN
THOUSANDS BIL MIL THOU
-------------------- ------------
<S> <C> <C> <C> <C>
LIABILITIES
13. Deposits:
a. In domestic offices (sum of totals of columns A and C
from Schedule RC-E, part 1)................................... RCON 2200 14,889,235 13.a.
(1) Noninterest-bearing(1).................................... RCON 6631 5,895,584 13.a.(1)
(2) Interest-bearing.......................................... RCON 6636 8,993,651 13.a.(2)
b. In foreign offices, Edge and Agreement subsidiaries, and
IBFs (from Schedule RC-E, part II)............................ RCFN 2200 13,289,760 13.b.
(1) Noninterest bearing....................................... RCFN 6631 315,549 13.b.(1)
(2) Interest-bearing.......................................... RCFN 6636 12,974,211 13.b.(2)
14. Federal funds purchased and securities sold under agreements
to repurchase in domestic offices of the bank and of
its Edge and Agreement subsidiaries, and in IBFs:
a. Federal funds purchased....................................... RCFD 0278 2,942,186 14.a.
b. Securities sold under agreements to repurchase................ RCFD 0279 1,160,512 14.b.
15. a. Demand notes issued to the U.S. Treasury...................... RCON 2840 112,768 15.a.
b. Trading Liabilities........................................... RCFD 3548 7,872,221 15.b.
16. Other borrowed money:
a. With original maturity of one year or less.................... RCFD 2332 2,402,829 16.a.
b. With original maturity of more than one year................. RCFD 2333 643,987 16.b.
17. Mortgage indebtedness and obligations under capitalized
leases........................................................... RCFD 2910 278,108 17.
18. Bank's liability on acceptance executed and outstanding.......... RCFD 2920 501,943 18.
19. Subordinated notes and debentures................................ RCFD 3200 1,225,000 19.
20. Other liabilities (from Schedule RC-G)........................... RCFD 2930 981,938 20.
21. Total liabilities (sum of items 13 through 20)................... RCFD 2948 46,300,487 21.
22. Limited-Life preferred stock and related surplus................. RCFD 3282 0 22.
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus.................... RCFD 3838 0 23.
24. Common stock..................................................... RCFD 3230 200,858 24.
25. Surplus (exclude all surplus related to preferred stock)......... RCFD 3839 2,314,642 25.
26. a. Undivided profits and capital reserves........................ RCFD 3632 510,093 26.a.
b. Net unrealized holding gains (losses) on available-for-sale
securities.................................................... RCFD 8434 (880) 26.b.
27. Cumulative foreign currency translation adjustments.............. RCFD 3284 766 27.
28. Total equity capital (sum of items 23 through 27)................ RCFD 3210 3,025,479 28.
29. Total liabilities, limited-life preferred stock, and equity
capital (sum of items 21, 22, and 28)............................ RCFD 3300 49,325,966 29.
MEMORANDUM
To be reported only with the March Report of Condition.
1. Indicate in the box at the right the number of the statement below that best Number
describes the most comprehensive level of auditing work performed for the bank --------------
by independent external auditors as of any date during 1993............................. RCFD 6724 N/A M.1.
--------------
1 = Independent audit of the bank conducted in accordance 4 = Directors' examination of the bank performed by other
with generally accepted auditing standards by a certified external auditors (may be required by state chartering
public accounting firm which submits a report on the bank authority)
2 = Independent audit of the bank's parent holding company 5 = Review of the bank's financial statements by external
conducted in accordance with generally accepted auditing auditors
standards by a certified public accounting firm which 6 = Compilation of the bank's financial statements by external
submits a report on the consolidated holding company auditors
(but not on the bank separately) 7 = Other audit procedures (excluding tax preparation work)
3 = Directors' examination of the bank conducted in 8 = No external audit work
accordance with generally accepted auditing standards
by a certified public accounting firm (may be required by
state chartering authority)
<FN>
______________
(1) Includes total demand deposits and noninterest-bearing time and savings deposits.
</TABLE>
