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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-B
FOR REGISTRATION OF SECURITIES OF
CERTAIN SUCCESSOR ISSUERS
FILED PURSUANT TO SECTION 12(B) OR 12(G) OF THE
SECURITIES EXCHANGE ACT OF 1934
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U S WEST, INC.
(Exact name of registrant as specified in its charter)
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<S> <C>
DELAWARE 84-0926774
(State of incorporation or (IRS Employer
organization) Identification No.)
7800 EAST ORCHARD ROAD
ENGLEWOOD, COLORADO 80111
(Address of principal executive (Zip Code)
offices)
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SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(B) OF THE SECURITIES EXCHANGE
ACT OF 1934:
<TABLE>
<CAPTION>
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH
TO BE SO REGISTERED: EACH CLASS IS TO BE REGISTERED:
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<S> <C>
Liquid Yield Option Notes Due 2011 New York Stock Exchange
Guarantee by U S WEST, Inc. for the New York Stock Exchange
benefit of holders of 7.96% Trust
Originated Preferred Securities of
U S WEST Financing I
Guarantee by U S WEST, Inc. of 8.625% New York Stock Exchange
Medium-Term Notes Due 2001 of U S WEST
Capital Funding, Inc.
</TABLE>
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE SECURITIES EXCHANGE
ACT OF 1934:
None.
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ITEM 1. GENERAL INFORMATION.
(a) U S WEST, Inc. (the "Registrant") was organized on May 12, 1995 as a
corporation under the laws of the state of Delaware.
(b) The Registrant's fiscal year ends December 31.
ITEM 2. TRANSACTION OF SUCCESSION.
(a) The predecessor of the Registrant will be U S WEST, Inc., a Colorado
corporation ("U S WEST"), which has securities registered pursuant to Section
12(b) of the Securities Exchange Act of 1934, as amended.
(b) Shareholders of U S WEST will be asked at a Special Meeting of
Shareholders to be held on October 31, 1995 (the "Special Meeting") to consider
and approve an Agreement and Plan of Merger, dated as of August 17, 1995 (the
"Merger Agreement"), between U S WEST and the Registrant, pursuant to which (i)
U S WEST will be merged with and into the Registrant, a wholly owned subsidiary
of U S WEST (the "Merger"). At the effective time of the Merger (the "Effective
Time"), (i) each Liquid Yield Option Note Due 2011 ("LYONs") of U S WEST will be
assumed by, and become the obligation of, the Registrant, (ii) the Guarantee by
U S WEST (the "TOPrS Guarantee") of the 7.96% Trust Originated Preferred
Securities of U S WEST Financing I (the "TOPrS") will be assumed by, and become
the obligation of, the Registrant and (iii) the Guarantee by U S WEST (the
"Notes Guarantee") of the 8.625% Medium-Term Notes Due 2011 (the "Notes") of U S
WEST Capital Funding, Inc. ("Capital Funding") will be assumed by, and become
the obligation of, the Registrant.
ITEM 3. SECURITIES TO BE REGISTERED.
(a) LYONs
As of October 24, 1995, $1,667,500,000 aggregate principal amount at
maturity of LYONs was authorized and $1,572,000,000 aggregate principal amount
at maturity of LYONS was issued. No LYONs were held by or for the account of U S
WEST.
(b) TOPS Guarantee
As of October 24, 1995, one TOPrS Guarantee was authorized and issued, which
guaranteed the obligations of U S WEST Financing under 24,000,000 TOPrS. No
TOPrS Guarantees were held by or for the account of U S WEST.
(c) Notes Guarantee
As of October 24, 1995, one Notes Guarantee was authorized and issued, which
guaranteed the obligations of Capital Funding under $25,000,000 of Notes. No
Notes Guarantees were held by or for the account of U S WEST.
ITEM 4. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
(a) LYONs
A description of the LYONs is contained in the Registration Statement of the
Registrant on Form S-3 (File No. 33-40885) and is incorporated herein by
reference.
(b) TOPrS Guarantee
A description of the TOPrS Guarantee is contained in the Registration
Statement of the Registrant, U S WEST Capital Funding, Inc., U S WEST Financing
I, U S WEST Financing II and U S WEST Financing III on Form S-3 (File No.
33-57889) and is incorporated herein by reference.
(c) Notes Guarantee
A description of the Notes Guarantee is contained in the Registration
Statement of U S WEST and Capital Funding on Form S-3 (File Nos. 33-19226 and
- -19226-01) and is incorporated herein by reference.
2
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ITEM 5. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements.
Financial statements of the Registrant are included in the Proxy Statement
provided to shareholders of U S WEST in connection with the Special Meeting,
which also constitutes a prospectus of the Registrant with respect to the shares
of capital stock of the Registrant issued in the Merger (the "Proxy
Statement/Prospectus"). The Proxy Statement/Prospectus is included in the
Registration Statement of the Registrant on Form S-4 (File No. 33-59315) and is
filed as Exhibit 99 to this Registration Statement. Accordingly, pursuant to the
Instructions as to Financial Statements, such financial statement are not
included herein.
(b) Exhibits
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<S> <C> <C>
2 -- Agreement and Plan of Merger, dated as of August 17, 1995, between
the Registrant and U S WEST (incorporated herein by reference to
Exhibit 1 to Registration Statement on Form S-4, File No. 33-59315).
4-A -- Form of Indenture relating to the LYONs between U S WEST and Norwest
Bank Minnesota, N.A., as Trustee (incorporated herein by reference
to Exhibit 4(a) to Registration Statement on Form S-3, File No.
33-40885.
4-B -- Form of First Supplemental Indenture relating to the assumption by
the Registrant of the obligations of U S WEST under the LYONS.
4-C -- Form of TOPrS Guarantee (incorporated herein by reference to Exhibit
4-I to Registration Statement on Form S-3, File No. 33-57889).
4-D -- Form of Indenture relating to the Notes Guarantee among U S WEST,
Capital Funding and First National Bank of Santa Fe, as Trustee
(incorporated herein by reference to Exhibit 4-A to Registration
Statement on Form S-3, File Nos. 33-19226 and -19226-01).
4-E -- Form of First Supplemental Indenture relating to the assumption by
the Registrant of the obligations of U S WEST under the Notes
Guarantee.
99 -- Proxy Statement/Prospectus (contained in the the Registrant's
Registration Statement on Form S-4 File No. 33-59315, and
incorporated herein by reference).
</TABLE>
3
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities and Exchange
Act of 1934, the Registrant has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized.
Dated: October 30, 1995
U S WEST, Inc.
By: /s/ STEPHEN E. BRILZ
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Name: Stephen E. Brilz
Title: Assistant Secretary
4
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FIRST SUPPLEMENTAL INDENTURE
FIRST SUPPLEMENTAL INDENTURE, dated as of November
1, 1995 (this "First Supplemental Indenture"), between U S
WEST, Inc., a Delaware corporation ("U S WEST"), and Norwest
Bank Minnesota, National Association, as Trustee (the
"Trustee").
W I T N E S S E T H:
WHEREAS, U S WEST, Inc., a Colorado corporation
("U S WEST Colorado"), and the Trustee executed and
delivered an Indenture, dated as of June 1, 1991 (the
"Indenture"), to provide for the issuance of Liquid Yield
Option Notes Due 2011 by U S WEST Colorado (the
"Securities");
WHEREAS, on the date hereof, pursuant to an
Agreement and Plan of Merger, dated as of August 17, 1995,
between U S WEST Colorado and U S WEST, (i) U S WEST
Colorado is being merged with and into U S WEST, with U S
WEST continuing as the surviving corporation (the "Merger")
and (ii) each outstanding share of Common Stock, without par
value, of U S WEST Colorado is being converted into one
share of U S WEST Communications Group Common Stock, par
value $.01 per share ("Communications Stock"), and one share
of U S WEST Media Group Common Stock, par value $.01 per
share ("Media Stock"), of U S WEST;
WHEREAS, in accordance with Sections 5.01 and
11.14 of the Indenture, U S WEST desires to assume all of
the obligations of U S WEST Colorado under the Indenture and
the Securities and to provide for certain adjustments with
respect to the consideration into which the Securities are
convertible; and
WHEREAS, U S WEST has requested that the Trustee
execute and deliver this First Supplemental Indenture
pursuant to Section 9.01 of the Indenture, and all
requirements necessary to make this First Supplemental
Indenture a valid instrument in accordance with its terms
have been performed and the execution and delivery of this
First Supplemental Indenture has been duly authorized in all
respects by U S WEST.
<PAGE>
NOW, THEREFORE, U S WEST covenants and agrees with
the Trustee as follows:
ARTICLE I
ASSUMPTION OF OBLIGATIONS
SECTION 1.01. ASSUMPTION OF OBLIGATIONS. In
accordance with the provisions of Section 5.01 of the
Indenture, U S WEST hereby assumes all of the obligations of
U S WEST Colorado under the Indenture and the Securities.
SECTION 1.02. DISCHARGE OF OBLIGATIONS. In
accordance with the provisions of Section 5.01 of the
Indenture, all of the obligations of U S WEST Colorado under
the Indenture and the Securities are hereby terminated.
ARTICLE II
CONVERSION
SECTION 2.01. CONVERSION OF SECURITIES.
Following the Merger, the Holders of a Security shall have
the right to convert such Security into the kind and amount
of securities, cash or other assets which such Holder would
have received immediately after the Merger if such Holder
had converted such Security immediately before the effective
date of the Merger, assuming (to the extent applicable) that
such Holder (i) was not a constituent person or an Affiliate
of a constituent person to the Merger; (ii) made no election
with respect thereto; and (iii) was treated alike with the
plurality of non-electing Holders.
SECTION 2.02. CERTAIN ADJUSTMENTS. Following,
the Merger, the Conversion Rate shall be subject to
adjustment upon the occurrence of an action taken with
respect to the Communications Stock or the Media Stock as is
contemplated by Article 11 of the Indenture with respect to
the Common Stock, on terms comparable to those applicable to
the Common Stock in Article 11 of the Indenture.
2
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ARTICLE III
MISCELLANEOUS
SECTION 3.01. DEFINITIONS. Capitalized terms
used but not defined in this First Supplemental Indenture
shall have the meanings ascribed thereto in the Indenture.
SECTION 3.02. CONFIRMATION OF INDENTURE. The
Indenture, as supplemented and amended by this First
Supplemental Indenture, is in all respects ratified and
confirmed, and the Indenture, this First Supplemental
Indenture and all indentures supplemental thereto shall be
read, taken and construed as one and the same instrument.
SECTION 3.03. CONCERNING THE TRUSTEE. The
Trustee assumes no duties, responsibilities or liabilties by
reason of this First Supplemental Indenture other than as
set forth in the Indenture.
SECTION 3.04. GOVERNING LAW. This First
Supplemental Indenture, the Indenture and the Securities
shall be governed by and construed in accordance with the
internal laws of the State of New York.
SECTION 3.05. SEPARABILITY. In case any one or
more of the provisions contained in this First Supplemental
Indenture shall for any reason be held to be invalid,
illegal or unenforceable in any respect, such invalidity,
illegality or unenforceability shall not affect any other
provisions of this First Supplemental Indenture, but this
First Supplemental Indenture shall be construed as if such
invalid, illegal or unenforceable provision had never been
contained herein.
SECTION 3.06. COUNTERPARTS. This First
Supplemental Indenture may be executed in any number of
counterparts each of which shall be an original, but such
counterparts shall together constitute but one and the same
instrument.
3
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IN WITNESS WHEREOF, the parties hereto have caused
this First Supplemental Indenture to be duly executed, and
their respective corporate seals to be hereunto affixed and
attested, as of the day and year first above written.
U S WEST, INC.
By:_________________________
Name:
Title:
Attest:
By:_________________________
Name:
Title:
NORWEST BANK MINNESOTA
By:_________________________
Name:
Title:
Attest:
By:_________________________
Name:
Title:
4
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STATE OF )
COUNTY OF ) ss.:
On the ____ day of ___________, 1995, before me
personally came _______________ to me known, who, being by
me duly sworn, did depose and say that he is the
__________________ of U S WEST, INC., one of the
corporations described in and which executed the above
instrument; that he knows the corporate seal of said
corporation; that the seal affixed to the said instrument is
such corporation seal; that it was so affixed by authority
of the Board of Directors of said corporation, and that he
signed his name thereto by like authority.
____________________________
NOTARY PUBLIC
[seal] Commission expires
STATE OF )
COUNTY OF ) ss.:
On the ____ day of ___________, 1995, before me
personally came _____________________ to me known, who,
being by me duly sworn, did depose and say that he is the
______________________ of NORWEST BANK MINNESOTA, one of the
corporations described in and which executed the above
instrument; that he knows the corporate seal of said
corporation; that the seal affixed to the said instrument is
such corporation seal; that it was so affixed by authority
of the Board of Directors of said corporation, and that he
signed his name thereto by like authority.
____________________________
NOTARY PUBLIC
[seal] Commission expires
5
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FIRST SUPPLEMENTAL INDENTURE
FIRST SUPPLEMENTAL INDENTURE, dated as of November
1, 1995 (this "First Supplemental Indenture"), between U S
WEST, Inc., a Delaware corporation ("U S WEST"), and First
National Bank of Santa Fe (formerly Banquest/First National
Bank of Santa Fe), a national banking association duly
organized and validly existing under the laws of the United
States of America, as Trustee (the "Trustee").
W I T N E S S E T H:
WHEREAS, U S WEST, Inc., a Colorado corporation
("U S WEST Colorado"), U S WEST Capital Funding, Inc., a
Colorado corporation ("Capital Funding"), and the Trustee
executed and delivered an Indenture, dated as of June 1,
1986, as amended by the Trust Indenture Reform Act of 1990
(the "Indenture"), to provide for the issuance from time to
time of unsecured debt securities of Capital Funding (the
"Securities") guaranteed by U S WEST Colorado (the
"Guarantees");
WHEREAS, on the date hereof, pursuant to an
Agreement and Plan of Merger, dated as of August 17, 1995,
between U S WEST Colorado and U S WEST, U S WEST Colorado is
being merged with and into U S WEST, with U S WEST
continuing as the surviving corporation;
WHEREAS, in accordance with Section 5.02 of the
Indenture, U S WEST desires to assume all of the obligations
of U S WEST Colorado under the Indenture and the Guarantees;
and
WHEREAS, U S WEST has requested that the Trustee
execute and deliver this First Supplemental Indenture
pursuant to Section 9.01 of the Indenture, and all
requirements necessary to make this First Supplemental
Indenture a valid instrument in accordance with its terms
have been performed and the execution and delivery of this
First Supplemental Indenture has been duly authorized in all
respects by U S WEST.
NOW, THEREFORE, U S WEST covenants and agrees with
the Trustee as follows:
<PAGE>
ARTICLE I
ASSUMPTION OF OBLIGATIONS
SECTION 1.01. ASSUMPTION OF OBLIGATIONS. In
accordance with the provisions of Section 5.02 of the
Indenture, U S WEST hereby assumes all of the obligations of
U S WEST Colorado under the Indenture and the Guarantees.
ARTICLE II
MISCELLANEOUS
SECTION 2.01. CONFIRMATION OF INDENTURE. The
Indenture, as supplemented and amended by this First
Supplemental Indenture, is in all respects ratified and
confirmed, and the Indenture, this First Supplemental
Indenture and all indentures supplemental thereto shall be
read, taken and construed as one and the same instrument.
SECTION 2.02. CONCERNING THE TRUSTEE. The
Trustee assumes no duties, responsibilities or liabilties by
reason of this First Supplemental Indenture other than as
set forth in the Indenture.
SECTION 2.03. GOVERNING LAW. This First
Supplemental Indenture, the Indenture, the Securities and
the Guarantees shall be governed by and construed in
accordance with the internal laws of the State of New York.
SECTION 2.04. SEPARABILITY. In case any one or
more of the provisions contained in this First Supplemental
Indenture shall for any reason be held to be invalid,
illegal or unenforceable in any respect, such invalidity,
illegality or unenforceability shall not affect any other
provisions of this First Supplemental Indenture, but this
First Supplemental Indenture shall be construed as if such
invalid, illegal or unenforceable provision had never been
contained herein.
2
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SECTION 2.05. COUNTERPARTS. This First
Supplemental Indenture may be executed in any number of
counterparts each of which shall be an original, but such
counterparts shall together constitute but one and the same
instrument.
IN WITNESS WHEREOF, the parties hereto have caused
this First Supplemental Indenture to be duly executed, and
their respective corporate seals to be hereunto affixed and
attested, as of the day and year first above written.
U S WEST, INC.
By:_________________________
Name:
Title:
Attest:
By:_________________________
Name:
Title:
FIRST NATIONAL BANK OF
SANTA FE
By:_________________________
Name:
Title:
Attest:
By:_________________________
Name:
Title:
3
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STATE OF )
COUNTY OF ) ss.:
On the ____ day of ___________, 1995, before me
personally came _______________ to me known, who, being by
me duly sworn, did depose and say that he is the
__________________ of U S WEST, INC., one of the
corporations described in and which executed the above
instrument; that he knows the corporate seal of said
corporation; that the seal affixed to the said instrument is
such corporation seal; that it was so affixed by authority
of the Board of Directors of said corporation, and that he
signed his name thereto by like authority.
____________________________
NOTARY PUBLIC
[seal] Commission expires
STATE OF )
COUNTY OF ) ss.:
On the ____ day of ___________, 1995, before me
personally came _____________________ to me known, who,
being by me duly sworn, did depose and say that he is the
______________________ of FIRST NATIONAL BANK OF SANTA FE,
one of the corporations described in and which executed the
above instrument; that he knows the corporate seal of said
corporation; that the seal affixed to the said instrument is
such corporation seal; that it was so affixed by authority
of the Board of Directors of said corporation, and that he
signed his name thereto by like authority.
____________________________
NOTARY PUBLIC
[seal] Commission expires
4
