<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 29, 1995
REGISTRATION NO. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
U S WEST, INC.
<TABLE>
<S> <C>
A Delaware I.R.S. Employer
Corporation No. 84-0926774
</TABLE>
7800 E. Orchard Road
Englewood, Colorado 80111
Telephone Number 303 793-6500
------------------------
SHAREOWNER INVESTMENT PLAN
------------------------
AGENT FOR SERVICE
Stephen E. Brilz, Esq.
U S WEST, Inc.
7800 E. Orchard Road
Englewood, Colorado 80111
Telephone Number 303 793-6500
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
November 1, 1995
------------------------
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/
------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED
PROPOSED MAXIMUM
MAXIMUM AGGREGATE AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT TO OFFERING PRICE OFFERING REGISTRATION
SECURITIES TO BE REGISTERED BE REGISTERED PER UNIT (1) PRICE (1) FEE (1)
<S> <C> <C> <C> <C>
U S WEST Communications Group
Common Stock, par value $.01
per share (2)................ 20,000,000 $25.61 $512,200,000 $176,622
U S WEST Media Group Common
Stock, par value $.01 per
share (2).................... 10,000,000 $20.95 $209,500,000 $72,242
Total......................... 30,000,000 N/A $721,700,000 $248,864
<FN>
(1) The registration fee for all securities registered hereby, $248,864, has
been calculated as follows: one twenty-ninth (1/29) of one percent of
$25.61 (55% of $46.5625, the average of the high and low prices reported in
the consolidated reporting system of the New York Stock Exchange on
September 22, 1995) multiplied by 20,000,000 shares of Communications
Stock, plus one twenty-ninth (1/29) of one percent of $20.95 (45% of
$46.5625) multiplied by 10,000,000 shares of Media Stock.
(2) Includes Proposed Stock Purchase Rights which, prior to the occurrence of
certain events, will not be exercisable or evidenced separately from the
Communications Stock or Media Stock, as applicable.
</TABLE>
------------------------
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 THE 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.
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<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 BY 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 29, 1995
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[LOGO]
SHAREOWNER INVESTMENT PLAN
U S WEST, Inc., a Delaware corporation ("U S WEST" or the "Company"), as a
service to its registered shareowners and other investors, offers a Shareowner
Investment Plan (the "Plan") designed primarily to provide individual investors
with a convenient method of purchasing shares of U S WEST Communications Group
Common Stock ("Communications Stock") and/or U S WEST Media Group Common Stock
("Media Stock," and together with the Communications Stock, the "Common Stock").
Participants in the Plan may automatically reinvest all or a portion of their
cash dividends paid on shares of Common Stock registered in their name and make
optional investments of cash of up to $100,000 per calendar year in
Communications Stock and up to $100,000 per calendar year in Media Stock.
The sale and purchase of Communications Stock and Media Stock are subject to
the approval by shareowners, at a special meeting scheduled for October 31,
1995, of a proposal (the "Recapitalization Proposal") to (i) merge U S WEST,
Inc., a Colorado corporation ("U S WEST Colorado") with and into the Company,
and (ii) create the Communications Stock and the Media Stock. The Communications
Stock and Media Stock are intended to reflect separately the performance of the
communications business of U S WEST Communications, Inc. and certain other
subsidiaries of the Company (the "Communications Group"), and the Company's
multimedia businesses (the "Media Group"), without diminishing the benefits of
remaining a single company. The Recapitalization will permit separate market
valuations of the Communications Stock and the Media Stock based upon the
separate operating results of the Communications Group and the Media Group. The
Company currently intends to pay regular quarterly dividends on the
Communications Stock in an amount equal to $0.535 per share, which is the
current quarterly dividend rate on U S WEST Colorado's existing common stock
("Existing Common Stock"). The Company does not anticipate paying dividends on
the Media Stock in the foreseeable future.
If the Recapitalization Proposal is approved, each Plan participant shall
have an account for Communications Stock and an account for Media Stock, and
each such account will be credited with a number of shares of Communications
Stock or Media Stock, as the case may be, equal to the number of shares of
Existing Common Stock in his or her Plan account on October 31, 1995. Reinvested
dividends will be applied toward the purchase of additional shares of
Communications Stock unless a participant directs otherwise, as described in
this Prospectus. A participant may not reinvest dividends in both Communications
Stock and Media Stock; any reinvested dividends must be applied toward the
purchase of one class of Common Stock or the other. Optional cash investments
may be made in any combination of Communications Stock or Media Stock, though
optional cash investments are limited to $100,000 per calendar year for
Communications Stock and $100,000 per calendar year for Media Stock.
The price of shares of Common Stock purchased under the Plan will be either
(a) if purchased from the Company, the average of the high and low sales prices
of the shares of Common Stock on the Investment Date, as reported on the New
York Stock Exchange Consolidated Tape or, if no trading occurs on such date, the
average of the high and low sale prices on the trading days immediately
preceding and following such Investment Date, or (b) if purchased on the open
market or by negotiated transactions, the average cost of all shares purchased
in relation to the Investment Date. The closing price of the Existing Common
Stock on September 27, 1995, as shown on the New York Stock Exchange
Consolidated Tape, was $47.625 per share.
Shareowners who elect not to participate in the Plan will continue to
receive their cash dividends, as declared, in the usual manner.
------------------------
This Prospectus relates to 20,000,000 authorized shares of Communications
Stock and 10,000,000 authorized shares of Media Stock registered for purchase
under the Plan. THE TERMS OF THIS PROSPECTUS APPLY TO DIVIDENDS REINVESTED AND
OPTIONAL PAYMENTS MADE ON OR AFTER NOVEMBER 1, 1995. IT IS SUGGESTED THAT THIS
PROSPECTUS BE RETAINED FOR FUTURE REFERENCE.
------------------------
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.
October , 1995
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<PAGE>
AVAILABLE INFORMATION
U S WEST is subject to the informational requirements of the Securities
Exchange Act of 1934 (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 filed by U S WEST with the Commission can be inspected and copied at
the public reference facilities maintained by the Commission at Room 1024, 450
Fifth Street, N.W., Washington, D.C. 20549, as well as at the Regional Offices
of the Commission at Seven World Trade Center, 13th Floor, New York, New York
10048, and Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661. Copies of such material can be obtained at prescribed rates from
the Public Reference Section of the Commission at 450 Fifth Street, N.W.
Washington, D.C. 20549. In addition, certain reports, proxy material and other
information concerning U S WEST can be inspected at the offices of The New York
Stock Exchange, Inc.
------------------------
INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents have been filed by U S WEST or U S WEST Colorado
with the Commission (File No. 1-8611) and are incorporated herein by reference:
(1) Annual Report on Form 10-K for the year ended December 31, 1994.
(2) Quarterly Reports on Form 10-Q for the quarters ended March 31, 1995
and June 30, 1995.
(3) 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, July 28, 1995, September 22, 1995
and September 28, 1995.
(4) The description of the Communications Stock, the Media Stock, and
the Communications Rights and Media Rights issuable pursuant to an Amended
and Restated Rights Agreement between the Company and State Street Bank and
Trust Company, as Rights Agent, set forth in Item 4 of the Company's
Registration Statement on Form 8-B, filed with the Commission on August 23,
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 shall be
deemed to be incorporated by reference in this Prospectus and to be part hereof
from the date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Prospectus to the extent that a
statement contained herein or in any other subsequently filed document, which
also is or is deemed to be incorporated by reference herein or in any prospectus
supplement, 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.
1
<PAGE>
Copies of the above documents (excluding exhibits to such documents, unless
such exhibits have been specifically incorporated by reference therein) may be
obtained without charge from the Treasurer, 7800 E. Orchard Road, Englewood,
Colorado 80111 (telephone number 303-793-6500), upon request by any person to
whom a copy of this Prospectus has been delivered.
U S WEST, INC.
U S WEST is incorporated under the laws of the State of Delaware and has its
principal executive offices at 7800 East Orchard Road, Englewood, Colorado 80111
(telephone number 303-793-6500).
SHAREOWNER INVESTMENT PLAN
The following is a question and answer statement of the provisions of the
Plan.
PURPOSE AND ADVANTAGES
1. WHAT IS THE PURPOSE OF THE PLAN?
The purpose of the Plan is to provide shareowners of record and other
investors with a convenient and efficient method of purchasing shares of Common
Stock, and reinvesting all or part of the dividends paid thereon in additional
shares of Common Stock.
2. WHAT ARE SOME OF THE ADVANTAGES AND FEATURES OF THE PLAN?
- Participants acquire additional shares of Common Stock automatically by
reinvesting all or a portion of their cash dividends in additional shares
of Common Stock.
- Participants may supplement the purchases made with reinvested dividends
by also making optional cash payments of up to $100,000 per year in the
case of either or both of the Communications Stock and the Media Stock.
Optional payments may be made by check, money order or electronic funds
transfer from a predesignated bank account.
- Participants pay no brokerage fees in connection with purchases of Common
Stock under the Plan.
- Participants will be credited with dividends paid on all full and
fractional shares of Common Stock acquired under the Plan.
- Participants may deposit their certificates of Common Stock with the Agent
for safekeeping at no additional cost.
- Participants may direct the Company to transfer, at any time and at no
cost to the participants, all or a portion of their shares of Common Stock
to other persons.
2
<PAGE>
- Persons not presently owning shares of Common Stock may become
participants by making an initial cash investment of at least $300 with
respect to either Communications Stock or Media Stock under the terms of
the Plan.
- Present participants may purchase shares of Common Stock for family
members and others by making an initial cash investment of at least $300
to purchase such shares under the terms of the Plan.
- Personal recordkeeping is simplified by the Agent's issuance of statements
following an optional cash purchase or a participant's receipt of a
quarterly dividend.
- Participants owning 100 shares or fewer may direct the Agent by telephone
to sell all or a portion of their shares of Common Stock.
COSTS
3. ARE THERE ANY EXPENSES TO PARTICIPANTS IN CONNECTION WITH PURCHASES UNDER
THE PLAN?
Each participant will incur a $1.00 quarterly fee per Plan account in which
a participant holds Common Stock on which dividends are declared. The quarterly
fee will be deducted from the dividend paid each quarter on enrolled shares and
the remaining net dollar amount will be used to purchase shares. The chart below
reflects the amount of dividends, after the $1.00 fee has been deducted, that
would be available to purchase additional shares. The chart is based upon a
dividend of $0.535 per quarter that the Company currently intends to pay on each
share of Communications Stock.
<TABLE>
<CAPTION>
PERCENT OF
AMOUNT OF DIVIDENDS
QUARTERLY DIVIDENDS AVAILABLE
NUMBER OF AMOUNT OF AFTER TO PURCHASE
SHARES DIVIDENDS $1.00 FEE ADDITIONAL SHARES
- ----------- ---------- ---------- -------------------
<S> <C> <C> <C>
4 $ 2.14 $ 1.14 53.27%
10 5.35 4.35 81.31%
20 10.70 9.70 90.65%
50 26.75 25.75 96.26%
100 53.50 52.50 98.13%
</TABLE>
A fee of $1.00 will also be charged in connection with each optional cash
investment in shares of Common Stock that do not pay a dividend.
PLAN ADMINISTRATION
4. WHO ADMINISTERS THE PLAN?
State Street Bank and Trust Company (the "Agent") has been designated by U S
WEST to administer the Plan for participants, keep records, send statements of
account to participants and perform other duties relating to the Plan.
3
<PAGE>
------------------------------------------
FOR INFORMATION ABOUT THE PLAN
Call State Street Bank and
Trust Company toll free: 800-537-0222.
Outside the Continental United States call collect:
0-505-989-2004
or
Write to: U S WEST, Inc.,
P.O. Box 8936,
Boston, Massachusetts 02266-8936.
All written notices and requests concerning the
Plan should be mailed to the above address.
Please include a telephone number in your letter
where you can be reached during business hours.
OPTIONAL PAYMENTS, WITH CHECKS PAYABLE TO
U S WEST, MAY BE MAILED TO
THE SAME ADDRESS.
------------------------------------------
PARTICIPATION
5. WHO IS ELIGIBLE TO PARTICIPATE IN THE PLAN?
Anyone, whether or not a Common Stock holder of record, is eligible to
participate in the Plan provided that he or she meets the requirements of
participation as outlined in Question 6 below.
At the Company's discretion, all optional cash payments for holders with
more than one account for Communications Stock and one account for Media Stock
using the same Social Security or Taxpayer Identification Number may be
aggregated. For holders unable to supply a Social Security or Taxpayer
Identification Number, the holder's participation may, at the Company's
discretion, be limited to only one account for Communications Stock and one
account for Media Stock.
Also for purposes of such limitations, all Communications Stock or Media
Stock Plan accounts that the Company, in its sole judgment, believes to be under
common control or management or to have common ultimate beneficial ownership may
be aggregated. If the Company determines that such accounts will be aggregated,
unless the Company has also determined that individual investments of optional
cash payments for such accounts would be consistent with the purposes of the
Plan, the Company will have the right to return without interest within 30 days
of receipt any amounts in excess of the applicable investment limitations
received in respect of such accounts.
The Company may establish other or additional requirements that apply to
participation in the Plan by brokers, banks and others acting in a
representative capacity on behalf of owners of the Company's Common
4
<PAGE>
Stock. The Company reserves the right to decide that future participation by any
participant in the Plan is dependent upon compliance with all requirements
currently in effect applicable to optional cash payments (see Question 34).
6. HOW DOES A PERSON PARTICIPATE IN THE PLAN?
(a) Current Participants
Participants in the Plan on October 31, 1995 will automatically continue in
the Plan. If the Recapitalization Proposal is approved, each Plan participant
shall have an account for Communications Stock and an account for Media Stock,
and each such account will be credited with a number of shares of Communications
Stock or Media Stock, as the case may be, equal to the number of shares of
Existing Common Stock in his or her Plan account on October 31, 1995.
(b) Shareowners of record.
After being furnished with a copy of the Plan Prospectus, shareowners of
record may enroll in the Plan at any time by signing and returning to the Agent
an Authorization Form, or by calling the Agent at 800-537-0222.
(c) Persons Not Presently Owners of Shares of Common Stock
After being furnished with a copy of the Plan Prospectus, anyone may apply
for enrollment in the Plan by completing and returning to the Agent the
appropriate Authorization Form, together with a check or money order (in U.S.
dollars) in an amount of not less than $300 nor more than $200,000 (of which a
maximum of $100,000 may be applied toward the purchase of any single class of
stock) made payable to "U S WEST, Inc." Regulations governing the different
forms of stock registration may vary by state and may impose certain
restrictions on the manner in which participants desire to have their share
ownership recorded on the books of the Company.
(d) Four-Share Minimum
Each participant must maintain in his or her account under the Plan at least
four shares of Common Stock on which dividends are declared and then reinvested
in additional shares of Common Stock.
7. WHEN DOES ENROLLMENT IN THE PLAN BECOME EFFECTIVE?
(a) Enrollment in the Plan will commence upon review and acceptance by the
Agent of a properly executed Authorization Form, or upon approval of a telephone
enrollment request by the Agent. However, as more fully described in Question
7(b) below, the reinvestment of a participant's Common Stock cash dividends may
not necessarily commence immediately upon the participant's enrollment in the
Plan.
5
<PAGE>
(b) Reinvestment of a participant's Common Stock cash dividend will commence
with the next dividend payable after the participant's enrollment in the Plan,
provided that enrollment becomes effective on or before the record date for the
dividend. Record dates generally precede dividend dates by approximately two
weeks.
(c) Optional cash payments and initial payments will be invested in respect
of the next Investment Date (as defined in Question 8) after their receipt,
provided that such payments are received by the Agent no later than two business
days ("business day" as used herein means any regular business day of U S WEST)
prior to such Investment Date. Dividend and voting rights will commence upon
settlement, which is ordinarily three business days after purchase whether from
the Company or any other source.
(d) It is the Company's desire to make the Plan available to all persons
wishing to participate. However, regulations in certain countries may limit or
prohibit participation in this type of plan. Therefore, persons residing outside
the United States who wish to join the Plan should first determine whether they
are subject to any governmental regulation prohibiting their participation.
INVESTMENT DATES
8. WHAT ARE THE PLAN'S INVESTMENT DATES?
(a) With respect to dividend reinvestments, the Investment Date is the same
as the dividend payment date, generally on the first business day of each
February, May, August and November.
(b) The Investment Date for optional cash payments and initial payments will
be every Thursday (or, if such Thursday is not a business day, the next
succeeding business day).
OPTIONAL CASH PAYMENTS AND PAYMENTS SUBMITTED WITH AUTHORIZATION FORMS
9. WHEN AND IN WHAT AMOUNTS MAY OPTIONAL CASH PAYMENTS AND PAYMENTS SUBMITTED
WITH AUTHORIZATION FORMS BE MADE?
(a) Participants Who are Shareowners of Record.
Optional cash payments may be made once in any business week (Monday through
Friday) in any amount not less than $25 (in U.S. dollars), subject to the
calendar year maximum of $200,000 (of which a maximum of $100,000 may be applied
toward the purchase of any single class of stock). Payments may be made on a
regular basis or only periodically, as desired. Payments may be made any time
after enrollment in the Plan.
(b) Persons Who Do Not Presently own Shares of Common Stock
Initial cash payments may be in any amount not less than $300 nor more than
$200,000 (of which a maximum of $100,000 may be applied toward the purchase of
any single class of stock), and must accompany the Authorization Form.
6
<PAGE>
(c) Since interest will not be paid on any optional cash payments or initial
cash payments received and held by the Agent prior to investment, it is to the
benefit of the persons making such payments to mail them so as to be received by
the Agent as close as possible to, but not after, the applicable Investment
Date.
(d) All optional cash payments or initial cash payments should be made (1)
by check or money order made payable to "U S WEST, Inc." and mailed to the Agent
(for the convenience of participants, a return envelope and a cash payment form
are enclosed with account statements mailed to participants; a separate check
for each class of stock should be submitted with the cash payment form), or (2)
via electronic funds transfer ("EFT") from a predesignated account (for
information regarding payment by EFT, call the Agent at (800) 537-0222).
Participants making a payment via EFT may be charged fees by the commercial bank
initiating the transfer. A separate EFT transfer must be made for each class of
stock purchased.
SOURCE AND PRICE OF SHARES PURCHASED
10. WHAT IS THE SOURCE OF SHARES PURCHASED UNDER THE PLAN AND HOW IS THE PRICE
OF SUCH SHARES DETERMINED?
(a) At the discretion of the Company, Common Stock purchased with reinvested
dividends or cash payments will be newly issued shares, treasury shares, or open
market purchases.
(b) The price of shares of Common Stock purchased from the Company will be
the average of the high and low sales prices on the Investment Date as reported
on the New York Stock Exchange Consolidated Tape, or if no trading occurs on
that date, the average of the high and low sale prices on the trading days
immediately preceding and following the Investment Date.
(c) The price of shares of Common Stock purchased on the open market or by
negotiated transactions will be the average cost of all shares purchased in
relation to the Investment Date, calculated to four decimal places, less
brokerage commissions.
(d) Communications Stock and Media Stock will be priced separately, as
described in (b) above. Ticker symbols are "USW" for Communications Stock and
"UMG" for Media Stock.
SHARE PURCHASES
11. HOW MANY SHARES WILL BE PURCHASED FOR PARTICIPANTS?
Each participant's account will be credited with the number of shares of
Communications Stock or Media Stock (as selected by the participant), including
fractions to three decimal places, equal to the total of the participant's
investment amount, minus any fees, divided by the purchase price.
12. WHEN WILL SHARES BE PURCHASED?
Shares of Common Stock acquired from the Company will be purchased for the
accounts of the participants as of each Investment Date. Purchases of Common
Stock from other than the Company will be made as promptly as possible on or
after the applicable Investment Date and may occur over such periods of
7
<PAGE>
time as are consistent with applicable federal securities laws. Optional cash
payments or initial payments must be received by the Agent no later than two
business days prior to the applicable Investment Date if they are to be applied
to the purchase of Common Stock in relation to such date; dividend and voting
rights will commence upon settlement, which is ordinarily three business days
after purchase. Purchases on the open market may be made on any securities
exchange where such shares are traded, in the over-the-counter market, or by
negotiated transaction, and are subject to such terms and conditions, including
price and delivery, to which the Agent may agree. For the purpose of making
purchases, the Agent will commingle each participant's funds with those of all
other participants.
CUSTODIAN SERVICE FOR COMMON STOCK CERTIFICATES
13. WHAT IS THE PURPOSE OF THE PLAN'S CUSTODIAN SERVICE FOR CERTIFICATES AND HOW
DOES IT WORK?
The purpose of the Plan's Custodian Service is to permit participants in the
Plan to deposit any Common Stock certificates in their possession with the Agent
for safekeeping. Shares deposited for safekeeping will be credited to the
participant's account under the Plan.
14. WHAT ARE THE ADVANTAGES OF THE PLAN'S CUSTODIAN SERVICE?
The Plan's Custodian Service for safekeeping of stock certificates offers
two significant advantages to participants. First, the risk associated with loss
of a participant's stock certificates is eliminated. Ordinarily, if a stock
certificate is lost or stolen, no transfer or sale of shares may take place
until a replacement certificate is obtained. This procedure is not always simple
and usually results in costs and paperwork both to the shareowner and to the
Company. Second, because shares deposited with the Agent for safekeeping are
treated in the same manner as shares purchased through the Plan, they may be
sold through the Plan in a convenient and efficient manner.
15. HOW MAY COMMON STOCK CERTIFICATES BE DEPOSITED WITH THE AGENT?
Participants who wish to deposit their certificates of Common Stock with the
Agent must complete and return to the Company a letter of instruction together
with Common Stock certificates registered in their names that are to be
deposited.
16. WHAT HAPPENS TO CASH DIVIDENDS PAID ON SHARES OF COMMON STOCK DEPOSITED WITH
THE AGENT?
Cash dividends paid on certificates of Common Stock deposited with the Agent
will, at the participant's discretion, be paid to the participant or reinvested
in additional shares of either Communications Stock or Media Stock. Reinvested
dividends will be applied toward the purchase of additional shares of
Communications Stock unless a participant directs otherwise. Dividends may not
be reinvested in a combination of Communications Stock and Media Stock;
reinvested dividends must be applied toward the purchase of one class or the
other. (see Question 18 below).
8
<PAGE>
17. MAY SHARES REMAIN ON DEPOSIT WITH THE AGENT IF PARTICIPATION IN THE PLAN IS
DISCONTINUED?
No. Upon withdrawal from the Plan, participants must elect to receive their
Plan shares either by certificate or in cash (see Question 22 below).
REINVESTMENT OF CASH DIVIDENDS
18. MAY PARTICIPANTS REINVEST ONLY A PART OF THEIR CASH DIVIDENDS?
Participants may specify the number of shares for which cash dividends are
to be invested in additional shares of Common Stock and receive the balance of
such dividends in cash ("Partial Reinvestment"). However, dividends on shares
purchased with reinvested dividends shall be applied to the purchase of
additional shares of Common Stock. Each participant must maintain in his or her
account under the Plan at least four shares of Common Stock on which dividends
are declared and then reinvested in additional shares of Common Stock.
19. MAY A PARTICIPANT CHANGE OPTIONS UNDER THE PLAN?
A participant may change the investment at any time by signing a new
Authorization Form and returning it to the Agent, or by telephoning the Agent at
(800) 537-0222. An Authorization Form and envelope may be obtained at any time
by contacting the Agent (see Question 4). Any change in option with respect to
reinvestment of dividends must be received and approved by the Agent not later
than the record date for the next dividend in order to make a change with
respect to that dividend. Dividends on shares purchased with reinvested
dividends must be applied to the purchase of additional shares of Common Stock.
20. WHAT KIND OF STATEMENTS OF ACCOUNT WILL BE SENT TO PARTICIPANTS IN THE PLAN?
Each participant in the Plan will receive a Statement of Account following
receipt of a dividend or an optional cash purchase showing amounts invested,
purchase prices, shares purchased, fees paid, tax basis of shares purchased and
other information for the year to date. Participants will receive a similar
statement as soon as practicable following each optional cash payment, or
initial cash payment pursuant to the Plan. In addition, each participant will
receive communications sent to all registered shareowners, including U S WEST's
annual report and notice of shareowners' meetings and proxy statement.
CERTIFICATES FOR SHARES
21. WILL CERTIFICATES BE ISSUED FOR SHARES PURCHASED?
Certificates for such shares purchased will not be issued to participants
unless requested. This protects against loss, theft or destruction of stock
certificates.
The number of shares of Communications Stock and/or Media Stock held in
accounts under the Plan will be shown on the participant's Statements of
Account.
9
<PAGE>
Certificates for any number of whole shares held in an account under the
Plan will be issued within two
weeks after receipt of a telephone request or a written request which should be
signed by the participant (or participants if a joint registration). (Note:
Corporations must submit a written request with a certified copy of the
applicable corporate resolution). Such written request should be signature
guaranteed and mailed to the Agent (see Question 4). Dividends will not be
reinvested on these shares unless requested by the shareowner. Any remaining
shares will continue to be held in the Participant's Account.
Certificates for a fractional share will not be issued under any
circumstances.
Shares held in the account of a participant under the Plan may not be
pledged, unless the participant has requested and received a certificate(s) for
such shares.
An institution that is required by law to maintain physical possession of
certificates may request a special arrangement regarding the issuance of
certificates for common shares purchased under the Plan. This request should be
mailed to the Agent (see Question 4).
TERMINATION OF PLAN ENROLLMENT
22. HOW DOES A PARTICIPANT WITHDRAW FROM THE PLAN AND HOW ARE SHARES OF COMMON
STOCK DISTRIBUTED UPON TERMINATION OF ENROLLMENT?
(a) Participation in the Plan may be terminated at any time by telephone or
written notice to the Agent. Such notice, if written, must be signed by the
participant(s).
(b) Upon voluntary termination, the participant may elect to receive either:
(1) A Common Stock certificate for all full shares and a check for the
proceeds from the sale of any fraction of a share, less brokerage
commission, transfer taxes, if any, and withholding tax, if any, or
(2) A Common Stock certificate for part of the shares and a check for
the proceeds from the sale of the balance of the shares of Common Stock in
the participant's account, less brokerage commission, transfer taxes, if
any, and withholding tax, if any, or
(3) A check equal to the proceeds from the sale of all shares of Common
Stock in the participant's account, less brokerage commission, transfer
taxes, if any, and withholding tax, if any.
Please note that, should a participant elect to sell more than 100 shares of
Common Stock the Agent must receive such election in a written notice,
accompanied by a signature guarantee.
(c) A participant's enrollment in the Plan may be automatically terminated
if his or her Plan shares total less than four full shares of Common Stock on
which dividends are declared and then reinvested in additional shares of Common
Stock. Upon automatic termination, the shareowner will receive a certificate for
all full shares and a check for the proceeds from the sale of any fraction of a
share, less brokerage commission, transfer taxes, if any, and withholding tax,
if any.
10
<PAGE>
(d) Withdrawal or sale of shares purchased with Cash Payments will not be
effected until the funds of a participant's payment have been transferred to the
Agent from the bank against which the payment was drawn. Accordingly, such
request may be deferred by up to three weeks.
23. WHEN DOES A WITHDRAWAL FROM THE PLAN BECOME EFFECTIVE?
A participant's enrollment in the Plan will be terminated as soon as
practicable (usually within ten business days) after receipt by the Agent of the
participant's written or telephone termination notice. However, if the notice of
termination is received after an ex-dividend date but before a Common Stock
dividend record date or within five business days of the next Common Stock
dividend payment date, termination will be deferred until after the said record
or payment date, as the case may be, so that the participant can receive the
dividend. Sales will be made by the Agent on the open market at current prices
or to the Plan or to the Company at the average of the high and low sales prices
of the Common Stock as reported on the New York Stock Exchange Consolidated Tape
on the date the termination request is processed.
TRANSFER OF SHARES
24. MAY A PARTICIPANT ASSIGN OR TRANSFER ALL OR A PART OF HIS OR HER SHARES HELD
UNDER THE PLAN TO ANOTHER PERSON?
Yes, if a participant wishes to change the ownership of all or part of his
or her shares held under the Plan's Custodian Service through gift, private sale
or otherwise, the participant should mail a properly executed stock assignment
(with signature guarantee), along with a letter of instruction, to the Agent.
The Agent will provide the participant with a stock assignment form upon
request.
25. IF PLAN SHARES ARE TRANSFERRED TO ANOTHER PERSON, WILL THE COMPANY ISSUE A
STOCK CERTIFICATE TO THE TRANSFEREE?
No. The Agent will retain the shares, and an account will be opened in the
name of the person to whom the shares are transferred. The transferee will
thereafter be treated as any other participant in the Plan.
26. HOW WILL A TRANSFEREE BE ADVISED OF HIS OR HER STOCK OWNERSHIP?
The transferee will begin to receive Statements of Account just like other
participants.
MISCELLANEOUS
27. IF A PARTICIPANT SELLS OR TRANSFERS ALL OF THE COMMON STOCK REGISTERED IN
HIS OR HER NAME, MAY HE OR SHE REMAIN IN THE PLAN?
A minimum of four full shares of Common Stock, for which dividends are
declared and then reinvested, must be held in the Plan to continue
participation.
11
<PAGE>
28. HOW WILL PARTICIPANTS' SHARES IN THE PLAN BE VOTED AT SHAREOWNERS' MEETINGS?
Each participant will be sent a proxy card representing the shares of Common
Stock for which the participant holds certificates, if any, and the shares held
in the participant's Plan account(s). Such proxy will be voted for both full and
fractional shares as indicated by the participant on the proxy card.
If the proxy card is returned signed, and no voting instructions are given
with respect to any item thereon, all of the participant's shares will be voted
in accordance with the recommendations of U S WEST management. This is the same
procedure that is followed for all shareowners who return proxies and do not
provide instructions. If the proxy card is returned unsigned, none of the
participant's shares will be voted.
29. TO WHOM SHOULD INQUIRIES CONCERNING THE PLAN BE DIRECTED?
All inquiries concerning the Plan should be directed to the Agent (see
Question 4). A participant should include in all correspondence his or her
shareowner account number, taxpayer identification number (Social Security
Number), and a day-time telephone number where he or she may be contacted during
normal working hours to facilitate a prompt response.
30. WHAT ARE THE TAX CONSEQUENCES OF PARTICIPATION IN THE PLAN?
(a) The amount of cash dividends paid by the Company is included as income
even though reinvested under the Plan. The information return sent to individual
participants and the IRS at end-of-year will show as dividend income the full
amount of dividends reinvested under the Plan as well as the amount, if any, of
dividends paid in cash. The cost basis per share for Federal income tax purposes
of shares of Common Stock acquired through the Plan on any given Investment Date
will be determined by dividing the total of the dividends reinvested net of
taxes withheld, if any, brokerage commissions, if any, and the participant's
optional cash payments, if any, by the number of shares of Common Stock,
including any fraction of a share, acquired on such participant's behalf by the
Agent.
(b) The sale of shares through the Plan will be reported to the IRS on Form
1099-B except where gross proceeds from the sale of fractional shares are less
than $20.
(c) A participant's holding period for shares acquired pursuant to the Plan
will begin on the day following the purchase of such shares.
(d) A participant will not realize any taxable income when he or she
receives certificates for whole shares held in the participant's account.
(e) A participant will realize gain or loss when full or fractional shares
are sold or exchanged and the amount of such gain or loss will be the difference
between the amount which the participant receives for the shares and the tax
basis thereof.
(f) Participants should consult with their own tax advisers for advice
applicable to their particular situations.
12
<PAGE>
31. WHAT ARE THE EFFECTS OF THE INTEREST AND DIVIDEND TAX COMPLIANCE ACT OF 1983
ON THE PLAN?
If a participant has failed to furnish a valid certified taxpayer
identification number to the Agent, unless the participant is exempt from the
back-up withholding requirements described in section 3406 of the Internal
Revenue Code, then the Agent must withhold 31% from the amount of Common Stock
dividends, the proceeds of the sale of any whole or fractional shares. In
addition, the Interest Dividend Tax Compliance Act of 1983 provides that if a
new participant fails to certify that he or she is not subject to withholding on
interest and dividend payments under section 3406(a)(1)(C) of the Internal
Revenue Code, then 31% must be withheld from the amount of Common Stock
dividends. The withheld amounts will be deducted from the amount of dividends
and the remaining amount will be reinvested.
32. HOW ARE UNITED STATES INCOME TAX WITHHOLDING PROVISIONS APPLIED TO FOREIGN
SHAREOWNERS?
In the case of foreign shareowners whose Common Stock dividends are subject
to United States income tax withholding, the amount of tax to be withheld will
be deducted from the amount of Common Stock dividends and the remaining amount
of dividends will be reinvested.
33. WHAT HAPPENS IF THE COMPANY DECLARES A STOCK SPLIT OR STOCK DIVIDEND?
Any shares distributed to a participant as a result of a stock dividend or
stock split by U S WEST will be added to the participant's account(s).
34. ARE THERE LIMITATIONS ON THE LIABILITIES OF THE COMPANY AND THE AGENT UNDER
THE PLAN?
Neither U S WEST nor the Agent, in administering the Plan, will be liable
for any act done in good faith or for any good faith omission to act, including,
without limitation, any claim of liability (a) arising out of failure to
terminate a participant's account upon such participant's death prior to receipt
of notice in writing of such death, (b) with respect to the prices at which
shares are purchased or sold for a participant's account and the times when such
purchase or sales are made, or (c) for any fluctuation in the market value after
purchase or sale of shares.
Furthermore, if it appears to the Company that any participant is using or
contemplating the use of the optional cash payment investment mechanism in a
manner or with the effect that, in the sole judgment and discretion of the
Company, is not in the best interests of the Company or its shareowners, then
the Company may decline to issue all or any portion of the shares of Common
Stock for which any optional cash payment by or on behalf of such participants
is tendered. Such optional cash payment (or the portion thereof not to be
invested in shares of Common Stock) will be returned by the Company as promptly
as practicable, without interest.
Participants should recognize that U S WEST cannot assure them of a profit
or protect them against a loss on the shares purchased by them under the Plan.
13
<PAGE>
The Company does not currently intend to pay a dividend on the Media Stock
in the foreseeable future. Although the Company currently intends to continue
the payment of quarterly dividends on the Communications Stock, the payment of
dividends will depend upon future earnings, the financial condition of U S WEST
and other factors.
35. MAY THE PLAN BE CHANGED OR DISCONTINUED?
U S WEST reserves the right to suspend, modify or terminate the Plan at any
time. Upon termination of the Plan by U S WEST, certificates for whole shares
held in a participant's account under the Plan will be issued and a cash payment
will be made for any fraction of a share.
USE OF PROCEEDS
U S WEST is unable to estimate the amount of proceeds from the shares to be
sold under this Plan. U S WEST intends to use proceeds from the sale of such
shares for general corporate purposes, which may include advances to or
investments in subsidiary companies.
EXPERTS
The consolidated financial statements of U S WEST Colorado and the combined
financial statements of the Communications Group and the Media Group included in
U S WEST Colorado's Current Report on Form 8-K dated September 28, 1995, as of
December 31, 1993 and 1994 and for each of the three years in the period 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 and Consolidated Financial Statement
Schedule included in U S WEST Colorado'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 Colorado, 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
14
<PAGE>
filed on July 12, 1995 and August 24, 1995, are incorporated herein by reference
in reliance on the report of Arthur Andersen, 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 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 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.
COUNSEL
Stephen E. Brilz, Senior Attorney and Assistant Secretary of U S WEST, has
passed upon the legality of the issue for U S WEST.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law (the "DGCL") permits the
Registrant's board of directors to indemnify any person against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with any threatened,
pending or completed action, suit or proceeding in which such person is made a
party by reason of his being or having been a director, officer, employee or
agent of the Registrant, in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the Securities Act of 1933,
as amended (the "Securities Act"). The statute provides that indemnification
pursuant to its provisions is not exclusive of other rights of indemnification
to which a person may be entitled under any by-law, agreement, vote of
stockholders or disinterested directors, or otherwise.
The Registrant's Restated Certificate of Incorporation and By-laws provide
for indemnification of its directors and officers to the fullest extent
permitted by law.
15
<PAGE>
As permitted by sections 102 and 145 of the DGCL, the Registrant's Restated
Certificate of Incorporation eliminates a director's personal liability for
monetary damages to the Registrant and its stockholders arising from a breach or
alleged breach of a director's fiduciary duty except for liability under section
174 of the DGCL, for liability for any breach of the director's duty of loyalty
to the Registrant or its stockholders, for act or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law or for any
transaction which the director derived an improper personal benefit.
The directors and officers of the Registrant are covered by insurance
policies indemnifying against certain liabilities, including certain liabilities
arising under the Securities Act which might be incurred by them in such
capacities and against which they cannot be indemnified by the Registrant.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to Directors and officers of U S WEST pursuant to the
foregoing provisions, or otherwise, U S WEST 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.
16
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
Available Information................. 1
Incorporation of Documents by
Reference............................ 1
U S WEST.............................. 2
The Plan.............................. 2
Purpose and Advantages............ 2
Costs............................. 3
Plan Administration............... 3
Participation..................... 4
Investment Dates.................. 6
Optional Cash Payments............ 6
Source and Price of Shares
Purchased........................ 7
Share Purchases................... 7
Custodian Service for Common Stock
Certificates..................... 8
Reinvestment of Cash Dividends.... 9
Certificates for Shares........... 9
Termination of Plan Enrollment.... 10
Transfer of Shares................ 11
Miscellaneous..................... 11
Use of Proceeds....................... 14
Experts............................... 14
Counsel............................... 15
Indemnification of Directors and
Officers............................. 15
</TABLE>
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS IN CONNECTION WITH THE OFFER
CONTAINED IN THIS PROSPECTUS, AND IF GIVEN OR MADE SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY U S WEST.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER OF ANY SECURITIES OTHER THAN THOSE
TO WHICH IT RELATES OR AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY,
THE SECURITIES TO WHICH IT RELATES IN ANY JURISDICTION TO ANY PERSON TO WHOM IT
IS NOT LAWFUL TO MAKE ANY 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 INFORMATION HEREIN IS CORRECT AS
OF ANY TIME SUBSEQUENT TO ITS DATE.
[LOGO]
SHAREOWNER INVESTMENT PLAN
FEATURES OF THE PLAN
PURCHASE U S WEST, INC.
COMMON SHARES
* BY REINVESTING DIVIDENDS
* BY MAKING OPTIONAL PAYMENTS
DATED OCTOBER , 1995
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
<TABLE>
<S> <C>
Securities and Exchange Commission Filing Fees................... $ 248,864
Printing Registration Statement and Prospectuses................. 51,500*
Accountants' Fees................................................ 25,000*
Legal Fees, Including "Blue Sky" Fees and Expenses............... 10,000*
----------
Total........................................................ $ 335,364*
----------
----------
<FN>
- ------------------------
* Estimated.
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law (the "DGCL") permits the
Registrant's board of directors to indemnify any person against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with any threatened,
pending or completed action, suit or proceeding in which such person is made a
party by reason of his being or having been a director, officer, employee or
agent of the Registrant, in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the Securities Act of 1933,
as amended (the "Securities Act"). The statute provides that indemnification
pursuant to its provisions is not exclusive of other rights of indemnification
to which a person may be entitled under any by-law, agreement, vote of
stockholders or disinterested directors, or otherwise.
The Registrant's Restated Certificate of Incorporation and By-laws provide
for indemnification of its directors and officers to the fullest extent
permitted by law.
As permitted by sections 102 and 145 of the DGCL, the Registrant's Restated
Certificate of Incorporation eliminates a director's personal liability for
monetary damages to the Registrant and its stockholders arising from a breach or
alleged breach of a director's fiduciary duty except for liability under section
174 of the DGCL, for liability for any breach of the director's duty of loyalty
to the Registrant or its stockholders, for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law or for any
transaction which the director derived an improper personal benefit.
The directors and officers of the Registrant are covered by insurance
policies indemnifying against certain liabilities, including certain liabilities
arising under the Securities Act which might be incurred by them in such
capacities and against which they cannot be indemnified by the Registrant.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
Exhibits identified in parentheses below are on file with the SEC, and are
incorporated herein by reference to such previous filings.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER
- ---------
<C> <S>
(2) Agreement and Plan of Merger, dated as of August 17, 1995, between U S WEST, Inc., a Colorado
corporation, and U S WEST, Inc., a Delaware corporation (Exhibit 2 to Registration Statement
No. 33-59315).
(3-A) Restated Certificate of Incorporation of U S WEST, Inc., a Delaware corporation (Exhibit 3-A
to Registration Statement No. 33-59315).
(3-B) Bylaws of U S WEST, Inc., a Delaware corporation (Exhibit 3-B to Registration Statement No.
33-59315).
(4) Form of Amended and Restated Rights Agreement between U S WEST, Inc., a Delaware corporation,
and State Street Bank and Trust Company, as Rights Agent (Exhibit 4-A to Registration
Statement No. 33-59315).
</TABLE>
II-1
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER
- ---------
<C> <S>
5 Opinion of Stephen E. Brilz, Senior Attorney and Assistant Secretary of U S WEST, Inc.,
regarding the legality of the securities being registered.
23-A Consents of Coopers & Lybrand L.L.P.
23-B Consent of Ernst & Young LLP
23-C Consents of KPMG Peat Marwick LLP
23-D Consent of Arthur Andersen LLP
23-E Consent of Stephen E. Brilz, Senior Attorney and Assistant Secretary of U S WEST, Inc., is
included in the opinion of counsel filed as Exhibit 5.
24 Powers of Attorney executed by directors and officers who signed this registration statement.
</TABLE>
ITEM 17. UNDERTAKINGS.
U S WEST hereby undertakes that, for purposes of determining any liability
under the Securities Act of 1933, 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 (and where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
U S WEST 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 of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in
the registration statement.
(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 undertaking 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 pursuant to Section 13 or Section 15(d) of the
Securities and Exchange Act of 1934 that are incorporated by reference in
this registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
II-2
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES AND EXCHANGE ACT OF 1933, U S
WEST, INC. CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL
THE REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF ENGLEWOOD, STATE OF COLORADO, ON THE 29TH 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 AND EXCHANGE ACT OF 1933,
THIS REGISTRATION STATEMENT OR AMENDMENT THERETO HAS BEEN SIGNED BELOW BY THE
FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATE INDICATED.
<TABLE>
<S> <C>
PRINCIPAL EXECUTIVE OFFICER:
Richard D. McCormick* 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*
Frank P. Popoff*
Jerry O. Williams*
*By
/s/ STEPHEN E. BRILZ
- --------------------------------------------
Stephen E. Brilz
ATTORNEY-IN-FACT
Dated: September 29, 1995
</TABLE>
II-3
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- --------- --------------------------------------------------------------------------------------------------------
<C> <S>
(2) Agreement and Plan of Merger, dated as of August 17, 1995, between U S WEST, Inc., a Colorado
corporation, and U S WEST, Inc., a Delaware corporation (Exhibit 2 to Registration Statement No.
33-59315).
(3-A) Restated Certificate of Incorporation of U S WEST, Inc., a Delaware corporation (Exhibit 3-A to
Registration Statement No. 33-59315).
(3-B) Bylaws of U S WEST, Inc., a Delaware corporation (Exhibit 3-B to Registration Statement No. 33-59315).
(4) Form of Amended and Restated Rights Agreement between U S WEST, Inc., a Delaware corporation, and State
Street Bank and Trust Company, as Rights Agent (Exhibit 4-A to Registration Statement No. 33-59315).
5 Opinion of Stephen E. Brilz, Senior Attorney and Assistant Secretary of U S WEST, Inc., regarding the
legality of the securities being registered.
23-A Consents of Coopers & Lybrand L.L.P.
23-B Consent of Ernst & Young LLP
23-C Consents of KPMG Peat Marwick LLP
23-D Consent of Arthur Andersen LLP
23-E Consent of Stephen E. Brilz, Senior Attorney and Assistant Secretary of U S WEST, Inc., is included in
the opinion of counsel filed as Exhibit 5.
24 Powers of Attorney executed by directors and officers who signed this registration statement.
</TABLE>
<PAGE>
EXHIBIT 5
U S WEST, Inc.
7800 East Orchard Road
Suite 480
Englewood, Colorado 80111
Stephen E. Brilz
Senior Counsel-Securities and
Assistant Secretary
September 29, 1995
U S WEST, Inc.
7800 East Orchard Road
Englewood, Colorado 80111
Ladies and Gentleman:
I refer to the registration statement on Form S-8 (the "Registration
Statement") under the Securities Act of 1933, as amended, to be filed by U S
WEST, Inc. a Colorado corporation, (the "Company"), with the Securities and
Exchange Commission (the "Commission") on September 29, 1995. The Registration
Statement covers 20,000,000 shares of U S WEST Communications Group common
stock, $.01 par value, and 10,000,000 shares of U S WEST Media Group common
stock, $.01 par value, (the "Shares") which may be issued from time to time
pursuant to the Shareowner Investment Plan (the "Plan").
I have made such legal and factual examinations and inquiries as I deemed
advisable for the purpose of rendering this opinion. I am familiar with the
proceedings taken and proposed to be taken in connection with the authorization,
issuance and sale of the Shares. Based on my examination and inquiries, it is my
opinion that the Shares, upon issuance thereof in accordance with the terms of
the Plan will be validly issued, fully paid, and non-assessable.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ STEPHEN E. BRILZ
-------------------------------
Stephen E. Brilz
<PAGE>
EX23-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 is included in
U S WEST, Inc.'s Current Report on Form 8-K dated September 28, 1995, which
includes 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 of U S WEST, Inc., as of December 31,
1994 and 1993, and for the years ended December 31, 1994, 1993 and 1992.
We consent to the incorporation by reference in the Registration Statement
of U S WEST, Inc. on Form S-3 of our report, which is included in U S WEST,
Inc.'s Current Report on Form 8-K dated September 28, 1995, which includes
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 May 12, 1995, on our audits of the combined financial
statements of U S WEST Communication Group, as of December 31, 1994 and 1993,
and for the years ended December 31, 1994, 1993 and 1992.
We consent to the incorporation by reference in the Registration
Statement of U S WEST, Inc. on Form S-3 of our report, which is included in
U S WEST, Inc.'s Current Report on Form 8-K dated September 28, 1995, which
includes an explanatory paragraph regarding a change in the method of
accounting for postretirement benefits other than pensions and other
postemployment benefits in 1992, dated May 12, 1995, on our audits of the
combined financial statements of U S WEST Media Group, 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."
COOPERS & LYBRAND L.L.P.
Denver, Colorado
September 29, 1995
<PAGE>
EX23-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, 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 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."
COOPERS & LYBRAND L.L.P.
Denver, Colorado
September 29, 1995
<PAGE>
EX 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 i) 20,000,000 shares of U S West Communications Group
Common Stock, and ii) 10,000,000 shares of U S West Media Group Common
Stock, 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.
ERNST & YOUNG LLP
New York, New York
September 28, 1995
<PAGE>
EX 23-C
Independent Accountant's Consent
We consent to the use of our report dated March 25, 1994, relating to the
consolidated financial statements of Wometco Cable Corp. and subsidiaries,
which report is included in the current report on Form 8-K of US WEST, dated
May 23, 1995, as amended, 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.
KPMG PEAT MARWICK LLP
Miami, Florida
September 29, 1995
<PAGE>
EX 23-C
Independent Accountants' Consent
We consent to the use of our report dated February 25, 1994, relating to the
combined financial statements of Georgia Cable Holdings Limited Partnership
and Subsidiary Partnerships, which report is included in the current report
on Form 8-K of U S WEST, dated May 23, 1995, as amended, 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 U S WEST, Inc.
KPMG PEAT MARWICK LLP
Miami, Florida
September 29, 1995
<PAGE>
EX23-D
CONSENT OF INDEPENDENT AUDITORS
As independent public accountants, we hereby 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 S-K of U S WEST, Inc.
dated May 23, 1995, as amended by Form S-K/A, filed with the Securities and
Exchange Commission.
ARTHUR ANDERSEN
Chartered Accountants and Registered Auditors
London, England
September 29, 1995.
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, U S WEST, Inc., a Delaware corporation (hereinafter referred to as
the "Company"), proposes to file with the Securities and Exchange Commission,
under the provisions of the Securities Act of 1933, as amended, Registration
Statements including related prospectuses (all effectively referred to as the
"Registration Statements") on Forms S-3 and S-8 for the registration of U S WEST
Communications Group Common Stock and U S WEST Multimedia Group Common Stock, on
terms generally described at this meeting; 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, BARBARA M. JAPHA, STEPHEN E. BRILZ, and CHARLES J. BURDICK, and each
of them, as attorneys for him and in his name, place, and stead, and in his
capacity as an Officer or Director of the Company, to execute and file such
Registration Statements, 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 virtue thereof.
IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney this 21st day of September, 1995.
/s/ JAMES T. ANDERSON
--------------------------------------
James T. Anderson
ACTING EXECUTIVE VICE PRESIDENT AND
CHIEF FINANCIAL OFFICER
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, U S WEST, Inc., a Delaware corporation (hereinafter referred to as
the "Company"), proposes to file with the Securities and Exchange Commission,
under the provisions of the Securities Act of 1933, as amended, Registration
Statements including related prospectuses (all effectively referred to as the
"Registration Statements") on Forms S-3 and S-8 for the registration of U S WEST
Communications Group Common Stock and U S WEST Multimedia Group Common Stock, on
terms generally described at this meeting; 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, BARBARA M. JAPHA, STEPHEN E. BRILZ, and CHARLES J. BURDICK, and each
of them, as attorneys for him and in his name, place, and stead, and in his
capacity as an Officer or Director of the Company, to execute and file such
Registration Statements, 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 virtue thereof.
IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney this 4th day of August, 1995.
/s/ RICHARD D. MCCORMICK
--------------------------------------
Richard D. McCormick
CHAIRMAN OF THE BOARD, CHIEF
EXECUTIVE OFFICER AND PRESIDENT
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, U S WEST, Inc., a Delaware corporation (hereinafter referred to as
the "Company"), proposes to file with the Securities and Exchange Commission,
under the provisions of the Securities Act of 1933, as amended, Registration
Statements including related prospectuses (all effectively referred to as the
"Registration Statements") on Forms S-3 and S-8 for the registration of U S WEST
Communications Group Common Stock and U S WEST Multimedia Group Common Stock, on
terms generally described at this meeting; and
WHEREAS, each of the undersigned is a Director of the Company;
NOW, THEREFORE, each of the undersigned constitutes and appoints JAMES T.
ANDERSON, BARBARA M. JAPHA, STEPHEN E. BRILZ, and CHARLES J. BURDICK, and each
of them, as attorneys for him or her and in his or her name, place, and stead,
and in his or her capacity as a or Director of the Company, to execute and file
such Registration Statements, 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 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 thereof.
IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney this 4th day of August, 1995.
/s/ RICHARD CHENEY
-------------------------------------------
Richard Cheney
/s/ REMEDIOS DIAZ-OLIVER
-------------------------------------------
Remedios Diaz-Oliver
/s/ GRANT A. DOVE
-------------------------------------------
Grant A. Dove
/s/ ALLAN D. GILMOUR
-------------------------------------------
Allan D. Gilmour
/s/ PIERSON M. GRIEVE
-------------------------------------------
Pierson M. Grieve
/s/ SHIRLEY M. HUFSTEDLER
-------------------------------------------
Shirley M. Hufstedler
/s/ ALLEN F. JACOBSON
-------------------------------------------
Allen F. Jacobson
/s/ MARILYN CARLSON NELSON
-------------------------------------------
Marilyn Carlson Nelson
/s/ FRANK POPOFF
-------------------------------------------
Frank Popoff
/s/ JERRY O. WILLIAMS
-------------------------------------------
Jerry O. Williams
