<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 31, 1995
REGISTRATION NOS. 33-50047, 33-50047-01
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
POST-EFFECTIVE
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
<TABLE>
<S> <C>
U S WEST, INC. U S WEST
CAPITAL FUNDING, INC.
(Exact name of registrant as specified in its charter)
DELAWARE COLORADO
(State or other jurisdiction of (State or other jurisdiction of
incorporation or organization) incorporation or organization)
84-0926774 84-1028672
(I.R.S. Employer (I.R.S. Employer
Identification Number) Identification Number)
</TABLE>
7800 EAST ORCHARD ROAD
ENGLEWOOD, COLORADO 80111
(303) 793-6500
(Name, address, including zip code, and telephone number, including area code,
of both registrants's principal executive offices)
------------------------------
<TABLE>
<S> <C>
STEPHEN E. BRILZ, ESQ. PLEASE SEND COPIES OF ALL COMMUNICATIONS TO:
U S WEST, INC. DENNIS J. BLOCK, ESQ.
7800 EAST ORCHARD ROAD WEIL, GOTSHAL & MANGES
ENGLEWOOD, COLORADO 80111 767 FIFTH AVENUE
(303) 793-6626 NEW YORK, NEW YORK 10153
(Name, address, including zip code, and telephone number (212) 310-8000
of agent for service for both registrants)
</TABLE>
--------------------------
Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of the Registration Statement, as determined by
market conditions.
--------------------------
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box. /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / / _____________
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration number of the earlier effective registration statement for the same
offering. / / _____________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
THIS POST-EFFECTIVE AMENDMENT IS BEING FILED PURSUANT TO RULE 414 UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), BY U S WEST, INC., A
DELAWARE CORPORATION ("U S WEST"), AS SUCCESSOR TO U S WEST, INC., A COLORADO
CORPORATION. U S WEST HEREBY EXPRESSLY ADOPTS THIS REGISTRATION STATEMENT ON
FORM S-3 (FILE NOS. 33-50047 AND 33-50047-01) AS ITS OWN REGISTRATION STATEMENT
FOR ALL PURPOSES OF THE SECURITIES ACT AND THE SECURITIES EXCHANGE ACT OF 1934,
AS AMENDED.
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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 BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAW OF ANY SUCH STATE.
<PAGE>
SUBJECT TO COMPLETION, DATED OCTOBER 31, 1995
PROSPECTUS
(U S WEST Logo)
$1,500,000,000
-----------
U S WEST CAPITAL FUNDING, INC.
DEBT SECURITIES
UNCONDITIONALLY GUARANTEED AS TO PAYMENT OF PRINCIPAL,
PREMIUM, IF ANY, AND INTEREST, BY
U S WEST, INC.
---------
U S WEST Capital Funding, Inc. ("Capital Funding"), a wholly-owned
subsidiary of U S WEST, Inc. ("U S WEST"), from time to time may offer its
notes, debentures, or other debt securities (the "Debt Securities"), which will
be unconditionally guaranteed as to payment of principal, premium, if any, and
interest by U S WEST (the "Guaranties"). The Debt Securities offered pursuant to
this Prospectus may be issued in one or more issuances or series and will be
limited to $1,500,000,000 aggregate public offering price.
Certain specific terms of the particular Debt Securities will be set forth
in a supplement to this Prospectus (the "Prospectus Supplement") which will be
delivered together with this Prospectus, including, where applicable, the
specific designation, aggregate principal amount, denomination, maturity,
premium, if any, the rate (which may be fixed or variable), time and method of
calculating payment of interest, if any, the place or places where principal of,
premium, if any, and interest, if any, on such Debt Securities will be payable,
optional or mandatory redemption and sinking fund provisions, if any, and any
other specific terms in respect of the offering and sale of the Securities.
The Securities may be offered and sold through one or more underwriters,
directly by U S WEST or Capital Funding, or through dealers or agents. The names
of any underwriters, dealers or agents involved in the distribution of the Debt
Securities in respect of which this Prospectus is being delivered, and any
applicable discounts, commissions or allowances, will be set forth in the
applicable Prospectus Supplement. See "Plan of Distribution" for possible
indemnification arrangements for any underwriters, dealers or agents.
Unless otherwise provided in the Prospectus Supplement relating thereto, the
Debt Securities will not be listed on any securities exchange.
--------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
--------------
THIS PROSPECTUS MAY NOT BE USED TO CONSUMMATE SALES OF
SECURITIES UNLESS ACCOMPANIED BY A PROSPECTUS SUPPLEMENT.
--------------
The date of this Prospectus is , 1995.
<PAGE>
No dealer, salesperson or any other individual has been authorized to give
any information or to make any representation other than those contained or
incorporated by reference in this Prospectus or any accompanying Prospectus
Supplement and, if given or made, such information or representation must not be
relied upon as having been authorized. This Prospectus does not constitute an
offer to sell or a solicitation of an offer to buy any of the Debt Securities
offered hereby in any jurisdiction to any person to whom it is unlawful to make
such offer or solicitation in such jurisdiction. Neither the delivery of this
Prospectus nor any sale made hereunder shall, under any circumstances, create
any implication that there has been no change in the affairs of U S WEST or
Capital Funding since the date hereof.
--------------
U S WEST was incorporated in 1995 under the laws of the State of Delaware in
order to effect the Recapitalization Plan described herein under "Recent
Development". As part of the Recapitalization Plan, U S WEST changed its state
of incorporation from Colorado to Delaware on November 1, 1995 through the
merger of U S WEST, Inc., a Colorado corporation and U S WEST's predecessor ("U
S WEST Colorado"), with and into U S WEST, with U S WEST continuing as the
surviving corporation. As used herein, unless the context otherwise requires,
references to "U S WEST" shall refer to U S WEST and U S WEST Colorado, its
Colorado predecessor.
AVAILABLE INFORMATION
U S WEST is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") and, in accordance
therewith, files reports, proxy statements, and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements, and other information concerning U S WEST can be inspected and
copied at the public reference facilities maintained by the Commission at 450
Fifth Street, N.W., Room 1024, Washington, D.C. 20549, and at the Commission's
Regional Offices at Seven World Trade Center, 13th Floor, New York, New York
10048, and Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60601. Copies of such material can be obtained from the Public
Reference Section of the Commission at 450 Fifth Street, N.W., Room 1024,
Washington, D.C. 20549, at prescribed rates. Such reports, proxy statements and
other information concerning U S WEST may also be inspected at the offices of
the New York Stock Exchange, Inc., 20 Broad Street, New York, New York 10005 and
the Pacific Stock Exchange, 301 Pine Street, San Francisco, California 94104,
the securities exchanges on which shares of U S WEST's common stock are listed.
U S WEST and Capital Funding have filed with the Commission a registration
statement on Form S-3 (herein, together with all amendments and exhibits,
referred to as the "Registration Statement") under the Securities Act of 1933,
as amended (the "Securities Act"). This Prospectus does not contain all of the
information set forth in the Registration Statement, certain parts of which are
omitted in accordance with the rules and regulations of the Commission. For
further information, reference is hereby made to the Registration Statement.
2
<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents which have been filed by U S WEST with the
Commission (File No. 1-8611) are incorporated herein by reference: (i) Annual
Report on Form 10-K for the year ended December 31, 1994, (ii) Quarterly Report
on Form 10-Q for the quarter ended March 31, 1995, (iii) Quarterly Report on
Form 10-Q for the quarter ended June 30, 1995, and (iv) 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, September 28, and October 27, 1995.
All documents filed by U S WEST pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the termination of the offering of the Securities shall be deemed to be
incorporated by reference into this Prospectus and to be a part hereof from the
date any such document is filed.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in a Prospectus Supplement (or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein) 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.
U S WEST AND CAPITAL FUNDING WILL PROVIDE WITHOUT CHARGE TO EACH PERSON TO
WHOM A PROSPECTUS IS DELIVERED, UPON WRITTEN OR ORAL REQUEST OF SUCH PERSON, A
COPY OF ANY OR ALL OF THE DOCUMENTS WHICH ARE INCORPORATED BY REFERENCE HEREIN,
OTHER THAN EXHIBITS TO SUCH DOCUMENTS (UNLESS SUCH EXHIBITS ARE SPECIFICALLY
INCORPORATED BY REFERENCE INTO SUCH DOCUMENTS). REQUESTS SHOULD BE DIRECTED TO
INVESTOR RELATIONS, U S WEST, INC., 7800 EAST ORCHARD ROAD, ENGLEWOOD, COLORADO
80111 (TELEPHONE NUMBER (303) 793-6500).
--------------
3
<PAGE>
U S WEST, INC.
U S WEST is a diversified global communications company engaged in the
telecommunications, cable, wireless communications and multimedia content and
services businesses. U S WEST conducts its businesses through two groups: the U
S WEST Communications Group (the "Communications Group") and the U S WEST Media
Group (the "Media Group"). U S WEST has its principal executive offices at 7800
East Orchard Road, Englewood, Colorado 80111 (telephone number (303) 793-6500).
The Communications Group provides telecommunications services to more than
25 million residential and business customers in the states of Arizona,
Colorado, Idaho, Iowa, Minnesota, Montana, Nebraska, New Mexico, North Dakota,
Oregon, South Dakota, Utah, Washington and Wyoming (collectively, the
"Communications Group Region"). Such services include local telephone services,
exchange access services and certain long distance services, as well as various
new services, including Caller ID, voice messaging and high-speed data
networking services. The Communications Group also provides customer premise
equipment and certain communications services to business customers and
governmental agencies both inside and outside the Communications Group Region.
The Media Group is comprised of (i) cable and telecommunications network
businesses outside the Communications Group Region and internationally, (ii)
domestic and international wireless communications network businesses and (iii)
domestic and international multimedia content and services businesses. The Media
Group's cable and telecommunications businesses include domestic cable and
telecommunications businesses and investments outside of the Communications
Group Region, including U S WEST's cable systems in the Atlanta, Georgia
metropolitan area and its interest in Time Warner Entertainment Company, L.P.,
and international cable and telecommunications investments, including U S WEST's
interest in TeleWest plc, the largest provider of combined cable and
telecommunications services in the United Kingdom. The Media Group provides
domestic wireless communications products and services, including cellular
services, to a rapidly growing customer base. U S WEST and AirTouch
Communications, Inc. have combined their domestic cellular properties to create
the third largest cellular company in the United States. The Media Group also
provides wireless communications services internationally through Mercury
One-2-One, the world's first Personal Communications Service, in the United
Kingdom. The Media Group's multimedia content and services businesses develop
and package content and information services, including telephone directories,
database marketing and other interactive services in domestic and international
markets.
RECENT DEVELOPMENT
On November 1, 1995, U S WEST created two classes of common stock that are
intended to reflect separately the performance of the Communications Group and
the Media Group and changed its state of incorporation from Colorado to Delaware
(the "Recapitalization Plan"). The Recapitalization Plan was effected in
accordance with the terms of an Agreement and Plan of Merger, dated as of August
17, 1995, between U S WEST Colorado and U S WEST pursuant to which (i) U S WEST
Colorado was merged with and into U S WEST, with U S WEST continuing as the
surviving corporation and (ii) each outstanding share of Common Stock, without
par value, of U S WEST Colorado was converted into one share of U S WEST
Communications Group Common Stock, par value $.01 per share, of U S WEST, which
is intended to reflect separately the performance of the Communications Group,
and one share of U S WEST Media Group Common Stock, par value $.01 per share, of
U S WEST, which is intended to reflect separately the performance of the Media
Group.
The Recapitalization Plan was approved by U S WEST Colorado's shareholders
at a special meeting held on October 31, 1995. Implementation of the
Recapitalization Plan has not resulted in the transfer of any assets from U S
WEST or any if its subsidiaries or altered the legal nature of U S WEST's
obligations to its creditors, including its obligations under the Guarantees.
Creditors of U S WEST, including the holders of Debt Securities, will continue
to benefit from the cash flow of the subsidiaries
4
<PAGE>
comprising both the Communications Group and the Media Group, subject to the
satisfaction of obligations by such subsidiaries. The Recapitalization Plan is
not expected to have any adverse impact on U S WEST's credit rating.
U S WEST CAPITAL FUNDING, INC.
Capital Funding is a wholly-owned subsidiary of U S WEST and was
incorporated under the laws of the State of Colorado in June 1986. Capital
Funding was incorporated to provide financing to U S WEST and its affiliates
through the issuance of indebtedness guaranteed by U S WEST. The principal
executive offices of Capital Funding are located at 7800 East Orchard Road,
Englewood, Colorado 80111 (telephone number (303) 793-6500).
USE OF PROCEEDS
Capital Funding will apply the net proceeds from the sale of the Debt
Securities to its general funds to be used for loans to U S WEST and affiliates
of U S WEST, which will in turn use the funds for general corporate purposes,
the reduction of short-term and long-term borrowings and other business
opportunities. The amount and timing of these loans will depend upon the future
growth and financing requirements of U S WEST and its affiliates.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the ratio of earnings to fixed charges from
continuing operations of U S WEST for the periods indicated. For the purpose of
calculating this ratio, earnings consist of income before income taxes and fixed
charges. Fixed charges include interest on indebtedness (excluding discontinued
operations) and the portion of rentals representative of the interest factor.
<TABLE>
<CAPTION>
SIX MONTHS
ENDED JUNE
YEAR ENDED DECEMBER 31, 30,
- ------------------------------------ ------------
1990 1991 1992 1993 1994 1994 1995
- ---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
4.07 3.11 3.85 2.38 4.85 4.98 4.09
</TABLE>
DESCRIPTION OF DEBT SECURITIES AND GUARANTEES
The following description sets forth certain general terms and provisions of
the Debt Securities and Guarantees to which any Prospectus Supplement may
relate. The particular terms and provisions of the series of Debt Securities
offered by a Prospectus Supplement, and the extent to which such general terms
and provisions described below may apply thereto, will be described in the
Prospectus Supplement relating to such series of Debt Securities.
The Debt Securities are to be issued under an Indenture, dated as of April
15, 1988, among U S WEST Colorado, Capital Funding and First National Bank of
Santa Fe (the "Trustee"), as amended by a First Supplemental Indenture, dated as
of November 1, 1995, pursuant to which U S WEST assumed the obligations of U S
WEST Colorado thereunder (as so amended, the "Indenture"). The following
summaries of certain provisions of the Debt Securities, the Guarantees and the
Indenture do not purport to be complete and are subject to, and are qualified in
their entirety by reference to, all provisions of the Debt Securities, the
Guarantees and the Indenture, including the definitions therein of certain
terms. Wherever particular sections or defined terms of the Indenture are
referred to, it is intended that such sections or defined terms shall be
incorporated herein by reference.
GENERAL
The Indenture does not limit the aggregate principal amount of Debt
Securities that can be issued thereunder and debt securities may be issued
thereunder up to the aggregate principal amount which may be authorized from
time to time by, or pursuant to a resolution of, Capital Funding's Board of
Directors or by a supplemental indenture. Reference is made to the Prospectus
Supplement for the following terms of the particular series of Debt Securities
being offered hereby: (i) the title of the Debt
5
<PAGE>
Securities of the series; (ii) any limit upon the aggregate principal amount of
the Debt Securities of the series; (iii) the date or dates on which the
principal of the Debt Securities of the series will mature; (iv) the rate or
rates (or manner of calculations thereof), if any, at which the Debt Securities
of the series will bear interest, the date or dates from which any such interest
will accrue and on which such interest will be payable, and, with respect to
Debt Securities of the series in registered form, the record date for the
interest payable on any interest payment date; (v) the place or places where the
principal of and interest, if any, on the Debt Securities of the series will be
payable; (vi) any redemption or sinking fund provisions; (vii) if other than the
entire principal amount thereof, the portion of the principal amount of Debt
Securities of the series which will be payable upon declaration of acceleration
of the maturity thereof; (viii) whether the Debt Securities of the series will
be issuable in registered or bearer form or both, any restrictions applicable to
the offer, sale, or delivery of Debt Securities in bearer form ("bearer Debt
Securities"), and whether and the terms upon which bearer Debt Securities will
be exchangeable for Debt Securities in registered form ("registered Debt
Securities") and vice versa; (ix) whether and under what circumstances Capital
Funding will pay additional amounts on the Debt Securities of the series held by
a person who is not a U.S. person (as defined below) in respect of taxes or
similar charges withheld or deducted and, if so, whether Capital Funding will
have the option to redeem such Debt Securities rather than pay such additional
amounts; (x) whether the Debt Securities will be denominated or provide for
payment in United States dollars or a foreign currency or units of two or more
such foreign currencies; and (xi) any additional provisions or other special
terms not inconsistent with the provisions of the Indenture, including any terms
which may be required by or advisable under United States laws or regulations or
advisable in connection with the marketing of Debt Securities of such series.
(Sections 2.01 and 2.02.) To the extent not described herein, principal,
premium, if any, and interest will be payable, and the Debt Securities of a
particular series will be transferable, in the manner described in the
Prospectus Supplement relating to such series.
Each series of Debt Securities will constitute unsecured and unsubordinated
indebtedness of Capital Funding, and will rank on a parity with Capital
Funding's other indebtedness, and will have the benefit of the Guarantees
described herein. However, since U S WEST is a holding company, the right of U S
WEST and, hence, the right of creditors of U S WEST (including the holders of
the Debt Securities) to participate in any distribution of the assets of any
subsidiaries of U S WEST, whether upon liquidation, reorganization, or
otherwise, is subject to prior claims of creditors of the subsidiary, except to
the extent that claims of U S WEST itself as a creditor of a subsidiary may be
recognized.
Debt Securities of any series may be issued as registered Debt Securities or
bearer Debt Securities or both as specified in the terms of the series. Unless
otherwise indicated in the Prospectus Supplement, Debt Securities will be issued
in denominations of $1,000 and integral multiples thereof, and bearer Debt
Securities will not be offered, sold, resold or delivered to U.S. persons in
connection with their original issuance. For purposes of this Prospectus, "U.S.
person" means a citizen, national or resident of the United States, a
corporation, partnership or other entity created or organized in or under the
laws of the United States, or any political subdivision thereof, or an estate or
trust which is subject to United States federal income taxation regardless of
its source of income.
To the extent set forth in the Prospectus Supplement, except in special
circumstances set forth in the Indenture, interest on bearer Debt Securities
will be payable only against presentation and surrender of the coupons for the
interest installments evidenced thereby as they mature at a paying agency of
Capital Funding located outside of the United States and its possessions.
(Section 2.05(c).) Capital Funding will maintain such an agency for a period of
two years after the principal of such bearer Debt Securities has become due and
payable. During any period thereafter for which it is necessary in order to
conform to United States tax law or regulations, Capital Funding will maintain a
paying agent outside the United States and its possessions to which the bearer
Debt Securities may be presented for payment and will provide the necessary
funds therefor to such paying agent upon reasonable notice. (Section 2.04.)
Bearer Debt Securities and the coupons related thereto will be transferable
by delivery. (Section 2.08(e).)
6
<PAGE>
If appropriate, federal income tax consequences applicable to a series of
Debt Securities will be described in the Prospectus Supplement relating thereto.
GLOBAL SECURITIES
The Debt Securities of a series may be issued in the form of one or more
fully registered global securities (each a "Global Security") that will be
deposited with, or on behalf of, a depositary (the "Depositary") identified in
the Prospectus Supplement relating to such series. Unless and until it is
exchanged for Debt Securities in definitive registered form, a Global Security
may not be transferred except as a whole by the Depositary for such Global
Security to a nominee of such Depositary or by a nominee of such Depositary to
such Depositary or another nominee of such Depositary or by such Depositary or
any such nominee to a successor of such Depositary or a nominee of such
successor.
The specific terms of the depositary arrangements with respect to a series
of Debt Securities will be described in the Prospectus Supplement relating to
such series. Capital Funding anticipates that the following provisions will
apply to all depositary arrangements.
Upon the issuance of a Global Security, the Depositary for such Global
Security will credit the accounts held with it with the respective principal
amounts of the Debt Securities represented by such Global Security. Such
accounts shall be designated by the underwriters or agents with respect to such
Debt Securities or by Capital Funding if such Debt Securities are offered and
sold directly by Capital Funding. Ownership of beneficial interests in a Global
Security will be limited to persons that have accounts with the Depositary for
such Global Security ("participants") or persons that may hold interests through
participants. Ownership of beneficial interests in such Global Security will be
shown on, and the transfer of that ownership will be effected only through,
records maintained by the Depositary for such Global Security or on the records
of participants. The laws of some states require that certain purchasers of
securities take physical delivery of such securities in definitive form. Such
limits and such laws may impair the ability to transfer beneficial interests in
a Global Security.
So long as the Depositary for a Global Security, or its nominee, is the
registered owner of such Global Security, such Depositary or such nominee, as
the case may be, will be considered the sole owner or holder of the Debt
Securities represented by such Global Security for all purposes under the
Indenture governing such Debt Securities. Except as provided below, owners of
beneficial interests in a Global Security will not be entitled to have Debt
Securities of the series represented by such Global Security registered in their
names, will not receive or be entitled to receive physical delivery of Debt
Securities of such series in definitive form and will not be considered the
owners or holders thereof under the Indenture governing such Debt Securities.
Principal, premium, if any, and interest payments on Debt Securities
registered in the name of a Depositary or its nominee will be made to the
Depositary or its nominee, as the case may be, as the registered owner of the
Global Security representing such Debt Securities. Neither Capital Funding, the
Trustee for such Debt Securities, any Paying Agent nor the Security Registrar
for such Debt Securities will have any responsibility or liability for any
aspect of the records relating to or payments made on account of beneficial
ownership interests in the Global Security for such Debt Securities or for
maintaining, supervising or reviewing any records relating to such beneficial
ownership interests.
Capital Funding expects that the Depositary for a series of Debt Securities
issued in the form of a Global Security, upon receipt of any payment of
principal, premium or interest, will credit immediately participants' accounts
with payments in amounts proportionate to their respective beneficial interests
in the principal amount of the Global Security for such Debt Securities as shown
on the records of such Depositary. Capital Funding also expects that payments by
participants to owners of beneficial interests in such Global Security held
through such participants will be governed by standing instructions and
customary practices, as is now the case with securities held for the accounts of
customers in bearer form or registered in "street name," and will be the
responsibility of such participants.
If a Depositary for a series of Debt Securities is at any time unwilling or
unable to continue as depositary and a successor depositary is not appointed by
Capital Funding within 90 days, Capital
7
<PAGE>
Funding will issue Debt Securities of such series in definitive form in exchange
for the Global Security representing such series of Debt Securities. In
addition, Capital Funding may at any time and in its sole discretion determine
not to have the Debt Securities of a series represented by a Global Security
and, in such event, will issue Debt Securities of such series in definitive form
in exchange for the Global Security representing such series of Debt Securities.
In either instance, an owner of a beneficial interest in a Global Security will
be entitled to have Debt Securities of the series represented by such Global
Security equal in principal amount to such beneficial interest registered in its
name and will be entitled to physical delivery of such Debt Securities in
definitive form. Debt Securities of such series so issued in definitive form
will be issued in denominations of $1,000 and integral multiples thereof and
will be issued in registered form only, without coupons.
GUARANTEES
U S WEST will unconditionally guarantee the due and punctual payment of the
principal, premium, if any, and interest on the Debt Securities when and as the
same shall become due and payable, whether at maturity, upon redemption or
otherwise. (Section 2.15.) The Guarantees will rank equally with all other
unsecured and unsubordinated obligations of U S WEST.
EXCHANGE OF SECURITIES
To the extent permitted by the terms of a series of Debt Securities
authorized to be issued in registered form and bearer form, bearer Debt
Securities may be exchanged for an equal aggregate principal amount of
registered Debt Securities of the same series and date of maturity in such
authorized denominations as may be requested upon surrender of the bearer Debt
Securities with all unpaid coupons relating thereto, at an agency of Capital
Funding maintained for such purpose and upon fulfillment of all other
requirements of such agent. (Section 2.08(b).) As of the date of this
Prospectus, United States Treasury regulations do not permit exchanges of
registered Debt Securities for bearer Debt Securities and, unless such
regulations are modified, the terms of a series of Debt Securities will not
permit registered Debt Securities to be exchanged for bearer Debt Securities.
LIENS ON ASSETS
If, at any time, Capital Funding mortgages, pledges or otherwise subjects to
any lien the whole or any part of any property or assets now owned or hereafter
acquired by it, except as hereinafter provided, Capital Funding will secure the
outstanding Debt Securities, and any other obligations of Capital Funding which
may then be outstanding and entitled to the benefit of a covenant similar in
effect to this covenant, equally and ratably with the indebtedness or
obligations secured by such mortgage, pledge or lien, for as long as any such
indebtedness or obligation is so secured. The foregoing covenant does not apply
to the creation, extension, renewal, or refunding of mortgages or liens created
or existing at the time property is acquired, created within 180 days
thereafter, or created for the purpose of securing the cost of construction and
improvement of property, or to the making of any deposit or pledge to secure
public or statutory obligations or with any governmental agency at any time
required by law in order to qualify Capital Funding to conduct its business or
any part thereof or in order to entitle it to maintain self-insurance or to
obtain the benefits of any law relating to workers' compensation, unemployment
insurance, old age pensions or other social security, or with any court, board,
commission or governmental agency as security incident to the proper conduct of
any proceeding before it. Nothing contained in the Indenture prevents any entity
other than Capital Funding from mortgaging, pledging or subjecting to any lien
any of its property or assets, whether or not acquired from U S WEST or Capital
Funding. (Section 4.03.)
AMENDMENT AND WAIVER
Subject to certain exceptions, the Indenture may be amended or supplemented
by Capital Funding, U S WEST and the Trustee with the consent of the holders of
a majority in principal amount of the outstanding Debt Securities of each series
affected by the amendment or supplement (with each series voting as a class), or
compliance with any provision may be waived with the consent of the holders of a
majority in principal amount of the outstanding Debt Securities of each series
affected by such waiver (with each series voting as a class). However, without
the consent of each Debt Securityholder affected,
8
<PAGE>
an amendment or waiver may not (i) reduce the amount of Debt Securities whose
holders must consent to an amendment or waiver; (ii) change the rate of or
change the time for payment of interest on any Debt Security; (iii) change the
principal of or change the fixed maturity of any Debt Security; (iv) waive a
default in the payment of the principal of or interest on any Debt Security; (v)
make any Debt Security payable in money other than that stated in the Debt
Security; or (vi) impair the right to institute suit for the enforcement of any
payment on or with respect to any Debt Security. (Section 9.02.) The Indenture
may be amended or supplemented without the consent of any Debt Securityholder
(i) to cure any ambiguity, defect or inconsistency in the Indenture, the Debt
Securities of any series or the Guarantees; (ii) to provide for the assumption
of all the obligations of U S WEST or Capital Funding under the Debt Securities,
any coupons related thereto, the Guarantees and the Indenture by any corporation
in connection with a merger, consolidation, transfer or lease of Capital
Funding's or U S WEST's property and assets substantially as an entirety, as
provided for in the Indenture; (iii) to provide for uncertificated Debt
Securities in addition to or in place of certificated Debt Securities; (iv) to
make any change that does not adversely affect the rights of any Debt
Securityholder; (v) to provide for the issuance of and establish the form and
terms and conditions of a series of Debt Securities or the Guarantees endorsed
thereon or to establish the form of any certifications required to be furnished
pursuant to the terms of the Indenture or any series of Debt Securities; or (vi)
to add to the rights of Debt Securityholders. (Section 9.01.)
MERGER
U S WEST or Capital Funding may consolidate with or merge into, or transfer
or lease its property and assets substantially as an entirety to, another entity
if the successor entity is a corporation and assumes all the obligations, as the
case may be, of Capital Funding, under the Debt Securities and any coupons
related thereto and the Indenture, or of U S WEST, under the Guarantees and the
Indenture, and if, after giving effect to such transaction, a Default or Event
of Default would not occur or be continuing. Thereafter, all such obligations of
U S WEST or Capital Funding, as the case may be, shall terminate. (Sections 5.01
and 5.02.)
The general provisions of the Indenture do not afford holders of the Debt
Securities protection in the event of a highly-leveraged transaction,
reorganization, merger or similar transaction involving U S WEST or Capital
Funding that may adversely affect holders of the Debt Securities.
EVENTS OF DEFAULT
The following events are defined in the Indenture as "Events of Default"
with respect to a series of Debt Securities: (i) default in the payment of
interest on any Debt Security of such series for 90 days; (ii) default in the
payment of the principal of any Debt Security of such series; (iii) failure by U
S WEST or Capital Funding for 90 days after notice to it to comply with any of
its other agreements in the Debt Securities of such series, in the Indenture, in
the Guarantees, or in any supplemental indenture; and (iv) certain events of
bankruptcy or insolvency of U S WEST or Capital Funding. (Section 6.01.) If an
Event of Default occurs with respect to the Debt Securities of any series and is
continuing, the Trustee or the holders of at least 25% in principal amount of
all of the outstanding Debt Securities of that series may declare the principal
(or, if the Debt Securities of that series are original issue discount Debt
Securities, such portion of the principal amount as may be specified in the
terms of that series) of all the Debt Securities of that series to be due and
payable. Upon such declaration, such principal (or, in the case of original
issue discount Debt Securities, such specified amount) shall be due and payable
immediately. (Section 6.02).
Securityholders may not enforce the Indenture, the Debt Securities or the
Guarantees, except as provided in the Indenture. The Trustee may require
indemnity satisfactory to it before it enforces the Indenture or the Debt
Securities. (Section 7.01.) Subject to certain limitations, holders of a
majority in principal amount of the Debt Securities of each series affected
(with each series voting as a class) may direct the Trustee in its exercise of
any trust power. (Section 6.05.) The Trustee may withhold from holders of Debt
Securities notice of any continuing default (except a default in payment of
principal or interest) if it determines that withholding notice is in their
interests. (Section 7.05.)
9
<PAGE>
CONCERNING THE TRUSTEE
U S WEST and certain of its affiliates, including Capital Funding, maintain
banking relationships in the ordinary course of business with the Trustee. In
addition, the Trustee and certain of its affiliates serve as trustee,
authenticating agent or paying agent with respect to certain debt securities of
U S WEST and its affiliates.
PLAN OF DISTRIBUTION
DISTRIBUTION OF DEBT SECURITIES
Capital Funding may offer and sell the Debt Securities (i) to or through
underwriting syndicates represented by managing underwriters, (ii) to or through
underwriters without a syndicate, (iii) through dealers, (iv) through agents or
(v) through a combination of any such methods of sale. The Prospectus Supplement
with respect to each series of Debt Securities will set forth the terms of the
offering, including the name or names of any underwriters, dealers or agents,
the purchase price and the net proceeds to Capital Funding from such sale, any
underwriting discounts, agency fees and other items constituting underwriters'
or agents' compensation, the initial public offering price and any discounts or
concessions allowed, re-allowed or paid to dealers.
If any underwriters are involved in the offer and sale, the Debt Securities
will be acquired by the underwriters and may be resold by them from time to time
in one or more transactions, including negotiated transactions, at a fixed
public offering price or at varying prices determined at the time of sale.
Unless otherwise set forth in the accompanying Prospectus Supplement, the
obligations of the underwriters to purchase the Debt Securities will be subject
to certain conditions precedent and the underwriters will be obligated to
purchase all the Debt Securities described in such Prospectus Supplement if any
are purchased. Any initial public offering price and any discounts or
concessions allowed or re-allowed or paid to dealers may be changed from time to
time.
The Debt Securities may be offered and sold by Capital Funding directly or
through an agent or agents designated by Capital Funding from time to time.
Unless otherwise indicated in the applicable Prospectus Supplement, any such
agent or agents will be acting on a best efforts basis for the period of its or
their appointment. Any agent participating in the distribution of the Debt
Securities may be deemed to be an "underwriter," as that term is defined in the
Securities Act, of the Debt Securities so offered and sold. The Debt Securities
also may be sold to dealers, at the applicable price to the public set forth in
the applicable Prospectus Supplement relating to a particular series of the Debt
Securities, who later resell to investors. Such dealers may be deemed to be
"underwriters" within the meaning of the Securities Act.
Underwriters, dealers and agents may be entitled, under agreements entered
into with U S WEST and Capital Funding, to indemnification by U S WEST against
certain liabilities, including liabilities under the Securities Act.
The place and time of delivery for the Debt Securities in respect of which
this Prospectus is delivered will be set forth in the accompanying Prospectus
Supplement, if appropriate.
DELAYED DELIVERY ARRANGEMENTS
If so indicated in the Prospectus Supplement, Capital Funding will authorize
dealers or other persons acting as Capital Funding's agents to solicit offers by
certain institutions to purchase Debt Securities from Capital Funding pursuant
to contracts providing for payment and delivery on a future date. Institutions
with which such contracts may be made include commercial and savings banks,
insurance companies, pension funds, investment companies, educational and
charitable institutions, and others, but in all cases such institutions must be
approved by Capital Funding. The obligations of any purchaser under any such
contract will not be subject to any conditions except that (a) the purchaser of
the Debt Securities shall not at the time of delivery be prohibited from
purchasing such securities under the laws of the jurisdiction to which such
purchaser is subject and (b) if the Debt
10
<PAGE>
Securities are also being sold to underwriters, Capital Funding shall have sold
to such underwriters the Debt Securities not sold for delayed delivery. The
dealers and such other persons will not have any responsibility in respect of
the validity or performance of such contracts.
EXPERTS
The consolidated financial statements and the consolidated financial
statement schedule included in U S WEST's Annual Report on Form 10-K for the
year ended December 31, 1994 are incorporated herein by reference in reliance on
the reports of Coopers & Lybrand L.L.P., independent certified public
accountants, given upon the authority of that firm as experts in accounting and
auditing.
The consolidated financial statements of U S WEST and the combined financial
statements of the U S WEST Communications Group and the U S WEST Media Group as
of December 31, 1993 and 1994 and for each of the three years in the period
ended December 31, 1994 included in the Current Report on Form 8-K of U S WEST,
dated September 28, 1995, are incorporated herein by reference in reliance on
the reports of Coopers & Lybrand L.L.P., independent certified public
accountants, given upon the authority of that firm as experts in accounting and
auditing.
The consolidated financial statements of Time Warner Entertainment Company,
L.P. as of December 31, 1994 and 1993 and for each of the three years in the
period ended December 31, 1994, which appear in the Current Report on Form 8-K
of U S WEST, dated May 23, 1995, as amended by
Forms 8-K/A filed on July 12, 1995 and August 24, 1995, are incorporated herein
by reference in reliance on the report of Ernst & Young LLP, independent
auditors, given upon the authority of that firm as experts in accounting and
auditing.
The financial statements of Mercury Personal Communications (trading as
Mercury One-2-One) as of March 31, 1995, 1994 and 1993 and for each of the three
years in the period ended March 31, 1994, which appear in the Current Report on
Form 8-K of U S WEST, dated May 23, 1995, as amended by Forms 8-K/A filed on
July 12, 1995 and August 24, 1995, are incorporated herein by reference in
reliance on the report of Arthur Andersen LLP, independent chartered
accountants, given upon the authority of that firm as experts in accounting and
auditing.
The combined financial statements of Georgia Cable Holdings Limited
Partnership and Subsidiary Partnerships as of Debember 31, 1993 and 1992 and for
each of the years in the two-year period ended December 31, 1993, which appear
in the Current Report on Form 8-K of U S WEST, dated May 23, 1995, as amended by
Forms 8-K/A filed on July 12, 1995 and August 24, 1995, have been incorporated
by reference herein and in the Registration Statement in reliance upon the
report of KPMG Peat Marwick LLP, independent certified public accountants,
incorporated by reference herein, and upon the authority of said firm as experts
in accounting and auditing.
The consolidated financial statements of Wometco Cable Corp. and
subsidiaries as of December 31, 1993 and 1992 and for each of the years in the
two-year period ended December 31, 1993, which appear in the Current Report on
Form 8-K of U S WEST, dated May 23, 1995, as amended by
Forms 8-K/A filed on July 12, 1995 and August 24, 1995, have been incorporated
by reference herein and in the Registration Statement in reliance upon the
report of KPMG Peat Marwick LLP, independent certified public accountants,
incorporated by reference herein, and upon the authority of said firm as experts
in accounting and auditing. The 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.
LEGAL OPINIONS
Certain legal matters relating to the Debt Securities and the Guarantees to
be offered hereby will be passed upon for U S WEST and Capital Funding by
Stephen E. Brilz.
11
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
<TABLE>
<S> <C>
Securities and Exchange Commission Filing Fee................... $ 468,750.
Rating Agency Fees.............................................. 100,000.*
Fees and Expenses of Trustee.................................... 35,000.*
Blue Sky Fees and Expenses...................................... 20,000.*
Printing and Distributing Registration Statement, Prospectus,
Distribution Agreement, Underwriting Agreement, Indenture and
Miscellaneous Material......................................... 130,000.*
Accountants' Fee................................................ 12,500.*
Legal Fees and Expenses......................................... 200,000.*
Miscellaneous................................................... --
----------
Total....................................................... $ 966,250
----------
----------
<FN>
- ------------------------
*Estimated
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law (the "DGCL") permits U S
WEST'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 U S
WEST, 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. U S WEST's 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, U S WEST'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 By-laws of Capital Funding provide for the indemnification of directors
and officers to the extent permissible under applicable law. Section 7-3-101.5
of the Colorado Code specifies the circumstances under which a corporation may
indemnify its directors, officers, employees or agents. For acts done in a
person's "official capacity," the Colorado Code generally requires that an act
be done in good faith and in a manner reasonably believed to be in the best
interests of the corporation. In all other civil cases, the person must have
acted in good faith and in a way that was not opposed to the corporation's best
interests. In criminal actions or proceedings, the Code imposes an additional
requirement that the actor had no reasonable cause to believe his conduct was
unlawful. In any proceeding by or in the right of the corporation, or charging a
person with the improper receipt of a personal benefit, no indemnification,
except for court-ordered indemnification for reasonable expenses occurred, can
be made. Indemnification is mandatory when any director or officer is wholly
successful, on the merits or otherwise, in defending any civil or criminal
proceeding.
II-1
<PAGE>
The directors and officers of U S WEST and Capital Funding are covered by
insurance policies indemnifying against certain liabilities, including certain
liabilities arising under the Securities Act of 1933, as amended (the
"Securities Act"), which might be incurred by them in such capacities and
against which they cannot be indemnified by U S WEST and Capital Funding.
Any agents, dealers or underwriters who execute any of the agreements filed
as Exhibit 1 to this registration statement will agree to indemnify U S WEST's
and Capital Funding's directors and their officers who signed the registration
statement against certain liabilities which might arise under the Securities Act
with respect to information furnished to U S WEST and Capital Funding by or on
behalf of any such indemnifying party.
ITEM 16. EXHIBITS.
Exhibits identified in parentheses below are on file with the SEC and are
incorporated herein by reference to such previous filings. All other exhibits
are provided as part of this electronic transmission.
<TABLE>
<C> <C> <S>
(1) -- Form of Distribution Agreement (Exhibit 4.2 to Current Report on Form 8-K
dated October 27, 1995, File No. 1-8611).
(4-A.) -- Form of Indenture among U S WEST Capital Funding, Inc., U S WEST, Inc.
and First National Bank of Santa Fe, as Trustee. (Exhibit 4-C to Current
Report on Form 8-K dated June 10, 1988, File No. 1-8611).
4-B. -- Form of First Supplemental Indenture relating to the assumption by U S
WEST of the obligations of U S WEST Colorado under the Indenture.
5. -- Opinion of Stephen E. Brilz.
(12.) -- Computation of Ratio of Earnings to Fixed Charges of U S WEST, Inc.
(Exhibit 12 to Form 10-K for the year ending December 31, 1994 and
Exhibit 12 to Form 10-Q for the quarter ending June 30, 1995, File No.
1-8611).
23-A. -- Consents of Coopers & Lybrand L.L.P.
23-B. -- Consent of Stephen E. Brilz is contained in the opinion of counsel filed
as Exhibit 5.
23-C. -- Consent of Ernst & Young LLP.
23-D. -- Consent of Arthur Andersen LLP.
23-E. -- Consents of KPMG Peat Marwick LLP.
*24. -- Powers of Attorney.
*25. -- Statement of Eligibility of Trustee.
</TABLE>
- ------------------------
* Filed previously.
ITEM 17. UNDERTAKINGS.
U S WEST and Capital Funding hereby undertake that, for purposes of
determining any liability under the Securities Act, each filing of U S WEST's
Annual Report pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") (and where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Exchange Act) that is incorporated by reference in the Registration
Statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of U S WEST and
Capital Funding pursuant to the provisions referred to in Item 15 (other than
the insurance policies referred to therein), or otherwise, U S WEST and Capital
Funding have been advised that, in the opinion of the Securities and Exchange
II-2
<PAGE>
Commission, such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by U S WEST or
Capital Funding of expenses incurred or paid by a director, officer or
controlling person of U S West or Capital Funding in the successful defense of
any action, suit or proceeding) is asserted against U S WEST or Capital Funding
by such director, officer or controlling person in connection with the
securities being registered, U S WEST and Capital Funding will, unless in the
opinion of their counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
U S WEST and Capital Funding hereby undertake:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) to reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in
the Registration Statement;
(iii) to include any material information with respect to the Plan of
Distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement;
provided, however, that the undertakings set forth in paragraphs (i) and (ii)
above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed by U S WEST pursuant to Section 13 or Section 15(d) of the Exchange Act
that are incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new Registration Statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(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.
U S WEST and Capital Funding hereby undertake that:
(1) For purposes of determining any liability under the Securities Act,
the information omitted from the form of prospectus filed as part of a
registration statement in reliance upon Rule 430A and contained in the form
of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of the
registration statement as of the time it was declared effective.
(2) For the purposes of determining any liability under the Securities
Act, each post-effective amendment that contains a form of prospectus shall
be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, U S WEST, Inc.
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-3 and has duly caused this Post-Effective
Amendment No. 1 to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Denver, State of
Colorado, on the 31st day of October, 1995.
U S WEST, Inc.
By ________/s/ STEPHEN E. BRILZ_______
Stephen E. Brilz
ASSISTANT SECRETARY
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement or amendment thereto has been signed below by the
following persons in the capacities and on the date indicated.
PRINCIPAL EXECUTIVE OFFICER:
RICHARD D. McCORMICK* Chairman of the Board,
President and Chief Executive
Officer
PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER:
JAMES T. ANDERSON* Acting Executive Vice President and
Chief Financial Officer
DIRECTORS:
REMEDIOS DIAZ-OLIVER*
GRANT A. DOVE*
MARY M. GATES*
ALLAN D. GILMOUR*
PIERSON M. GRIEVE*
ALLEN F. JACOBSON*
RICHARD D. MCCORMICK*
JERRY O. WILLIAMS*
*By _____/s/ STEPHEN E. BRILZ_____
Stephen E. Brilz
ATTORNEY-IN-FACT
Dated: October 31, 1995
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, U S WEST Capital
Funding, 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
Post-Effective Amendment No. 1 to the Registration Statement or amendment
thereto to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Denver, State of Colorado, on the 31st day of
October, 1995.
U S WEST Capital Funding, Inc.
By ________/s/ STEPHEN E. BRILZ_______
Stephen E. Brilz
SECRETARY
Pursuant to the requirements of the Securities 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.
PRINCIPAL EXECUTIVE OFFICER:
JAMES T. ANDERSON* President
PRINCIPAL FINANCIAL OFFICER:
CHARLES J. BURDICK* Vice President and Treasurer
PRINCIPAL ACCOUNTING OFFICER:
JAMES R. TAUCHER* Vice President and Controller
DIRECTORS:
JAMES T. ANDERSON*
*By _______/s/ STEPHEN E. BRILZ_______
Stephen E. Brilz
ATTORNEY-IN-FACT
Dated: October 31, 1995
II-5
<PAGE>
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 April 15,
1988, 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.
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.
2
<PAGE>
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
<PAGE>
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
<PAGE>
U S WEST, Inc.
Suite 480
7800 East Orchard Road
Englewood, Colorado 80111
(303) 793-6626
Stephen E. Brilz
Senior Attorney
October 31, 1995
U S WEST, Inc.
7800 East Orchard Road
Englewood, Colorado 80111
Re: Public Offering of Debt Securities
I have examined Post-Effective Amendment No. 1 to
the Registration Statement on Form S-3 (File No. 33-50047)
filed contemporaneously herewith (the "Registration
Statement") by U S WEST, Inc., a Delaware corporation ("U S
WEST"), and U S WEST Capital Funding, Inc., a Colorado
corporation ("Capital Funding" and, together with U S WEST,
the "Registrants"), with the Securities and Exchange
Commission (the "Commission") in connection with the
registration under the Securities Act of 1933, as amended,
of debt securities of Capital Funding guaranteed by U S WEST
(the "Debt Securities"). I have examined U S WEST's
certificate of incorporation and bylaws, as amended, Capital
Funding's articles of incorporation and bylaws, as amended,
the form of indenture by and among U S WEST, Inc., a
Colorado corporation, Capital Funding and First National
Bank of Santa Fe, as Trustee (the "Trustee"), under which
any Debt Securities are to be issued, as proposed to be
amended by the form of First Supplemental Indenture to such
indenture between U S WEST and the Trustee (as amended, the
"Indenture"), and such other documents, certificates and
matters of fact as I have deemed necessary for purposes of
this opinion. I am familiar with the proceedings taken and
proposed to be taken by the Registrants in connection with
the proposed authorization, issue and sale of the Debt
Securities.
I am also familiar with the proposed opinion of
legal counsel qualified to practice in New York concerning
the validity, legality and binding effect of any Debt
<PAGE>
Securities under New York law, upon which opinion I will
rely, at such time as Debt Securities are issued in
connection with the Registration Statement.
Based upon the foregoing, and in reliance thereon,
it is my opinion that, subject to the receipt of payment for
the Debt Securities and subject to the terms of the Debt
Securities being otherwise in compliance with then
applicable law, when the Debt Securities have been duly
authorized, executed, authenticated, if necessary, and
delivered in accordance with the terms of the applicable
resolutions of the respective Boards of Directors of the
Registrants, and any legally required consents, approvals,
authorizations, and other orders of the Commission or any
other judicial or regulatory authorities to be obtained,
and, to the extent applicable, the certificate of
incorporation and bylaws of U S WEST, the articles of
incorporation and bylaws of Capital Funding and the
Indenture, the Debt Securities will constitute legally
issued and binding obligations of U S WEST and/or Capital
Funding, except as may be limited by bankruptcy, insolvency,
reorganization, moratorium, or similar laws affecting
creditors' rights generally, and except that the remedies of
specific performance and injunctive and other forms of
equitable relief are subject to certain equitable defenses
and to the discretion of the court before which any
proceeding therefor may be brought.
I hereby consent to the filing of this opinion as
an exhibit to the Registration Statement, and I further
consent to the use of my name under the caption "Legal
Opinions" in the Prospectus forming a part of the
Registration Statement.
Very truly yours,
/s/ Stephen E. Brilz
Stephen E. Brilz
2
<PAGE>
EXHIBIT 23-A
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement
of U S WEST, Inc. (the "Company") on Form S-3 (File No. 33-50047) of our
reports, which include an explanatory paragraph regarding the discontinuance
of accounting for the operations of U S WEST Communications, Inc. in
accordance with Statement of Financial Accounting Standard No. 71,
"Accounting for the Effects of Certain Types of Regulation," in 1993, and a
change in the method of accounting for postretirement benefits other than
pensions and other postemployment benefits in 1992, dated January 18, 1995,
on our audits of the consolidated financial statements and the consolidated
financial statement schedule of U S WEST, Inc., as of December 31, 1994 and
1993, and for the three years ended December 31, 1994, 1993 and 1992. We also
consent to the reference to our firm under the caption "Experts."
/s/ COOPERS & LYBRAND L.L.P.
- -----------------------------
Denver, Colorado
October 27, 1995
<PAGE>
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the inclusion in the Registration Statement of U S WEST,
Inc. on Form S-3 (File No. 33-50047) of our report, 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 inclusion in the Registration Statement of U S WEST,
Inc. on Form S-3 (File No. 33-50047) of our report, 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 inclusion in the Registration Statement of U S WEST,
Inc. on Form S-3 (File No. 33-50047) of our report, 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."
/s/ COOPERS & LYBRAND L.L.P
- ---------------------------
Denver, Colorado
October 27, 1995
<PAGE>
EXHIBIT 23C
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in
Post-Effective Amendment No. 1 to Registration Statement No. 33-50047 on Form
S-3 and related Prospectus of U S West, Inc. and U S West Capital Funding,
Inc., and to the incorporation by reference therein of our report dated
February 7, 1995, with respect to the consolidated financial statements of
Time Warner Entertainment Company, L.P. included in the Current Report on
Form 8-K of U S West, Inc. dated May 23, 1995, as amended by Forms 8-K/A on
July 12, 1995 and August 24, 1995, filed with the Securities and Exchange
Commission.
ERNST & YOUNG LLP
New York, New York
October 30, 1995
<PAGE>
EXHIBIT 23-D
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference of our report dated July 3,
1995, with respect to the financial statements of Mercury Personal
Communications 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 filed on July 12, 1995 and
August 24, 1995, in the following Form S-3 filings:
1) Form S-3 Registration Statement No. 33-62451
2) Form S-3 Registration Statement No. 33-50047
3) Form S-3 Registration Statement No. 33-50049
4) Form S-3 Registration Statement No. 33-57889
We also consent to the reference to our firm under the caption "Experts" in
each such Registration Statement.
ARTHUR ANDERSEN CHARTERED ACCOUNTANTS
London, England
October 30, 1995
<PAGE>
INDEPENDENT ACCOUNTANT'S CONSENT
We consent to the use of our report dated February 25, 1994, on the combined
financial statements of Georgia Cable Holdings Limited Partnership and
Subsidiary Partnerships, incorporated herein by reference and to the reference
to our firm under the heading "Experts" in this registration statement on Form
S-3 and related prospectus of U S WEST, Inc. and affiliated entities.
/s/ KPMG PEAT MARWICK LLP
Miami, Florida
October 30, 1995
<PAGE>
INDEPENDENT ACCOUNTANT'S CONSENT
We consent to the use of our report dated March 25, 1994, on the consolidated
financial statements of Wometco Cable Corp. and Subsidiaries, incorporated
herein by reference and to the reference to our firm under the heading "Experts"
in this registration statement on Form S-3 and related prospectus of U S WEST,
Inc. and affiliated entities.
Our report on the 1993 consolidated financial statements of Wometco Cable Corp.
and Subsidiaries refers to a change in the method of accounting for income taxes
in 1993 to adopt the provisions of the Financial Accounting Standards Board's
FASB No. 109, ACCOUNTING FOR INCOME TAXES.
/s/ KPMG PEAT MARWICK LLP
Miami, Florida
October 30, 1995
