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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: September 22, 1995
U S WEST, INC.
A Colorado Commission File IRS Employer Identification
Corporation Number 1-8611 No. 84-0926774
7800 East Orchard Road, Englewood, Colorado 80111
Telephone Number (303) 793-6500
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Item 7. Exhibit
99 Press release entitled "U S WEST Files to Stop Time Warner-
Turner Merger"
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
U S WEST, Inc.
/s/ STEPHEN E. BRILZ
By __________________________
Stephen E. Brilz
Senior Attorney and
Assistant Secretary
Dated: September 22, 1995
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EXHIBIT 99
U S WEST, Inc.
7800 East Orchard Road
Englewood, CO 80111
303 793-6500
NEWS RELEASE
Release Date: September 22, 1995
Contact: Steve Lang, 303-754-5441
Lois Leach, 303-793-6355
U S WEST FILES TO STOP TIME WARNER-TURNER MERGER
- Proposed merger violates Time Warner Entertainment
Partnership Agreement -
- Would create numerous conflicts of interest
for Time Warner -
ENGLEWOOD, Colo. - U S WEST (NYSE:USW) today asked the Delaware
Chancery Court to prevent the proposed merger of Time Warner and
Turner Broadcasting.
In its complaint, U S WEST says the agreements under which
U S WEST was admitted to the Timer Warner Entertainment
partnership include covenants that prohibit the partners from
competing with each other.
U S WEST says that the Time Warner Entertainment partnership is a
competitor of Turner Broadcasting, and that ownership of Turner by
Time Warner would pose conflicts for Time Warner.
When the Time Warner Entertainment Partnership was formed, it was
the expressed intent of the partners to carry out cable,
programming and filmed entertainment through one vehicle, U S WEST
said. The proposed merger will create endless operational and
legal problems in terms of conflicts and business opportunities,
according to the company.
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For example, Time Warner would be required to decide whether New
Line Cinema, which it would own outright, or Warner Bros., of
which it owns 75 percent, should make a particular film or buy a
particular script, U S WEST said.
"We have had continuing discussions with Time Warner about these
issues since the Turner merger first surfaced," said Richard
McCormick, chairman and CEO of U S WEST.
"We have explained our concerns to Time Warner that the separate
legal and economic structures of Time Warner Inc. and Time Warner
Entertainment will make the potential synergies of the Turner
merger difficult to realize and will create innumerable conflicts
of interest and violations of fiduciary obligations," McCormick
said. "We continue to be available to meet to resolve these
issues."
McCormick added, "We believe that to protect the rights of our
shareowners we had no choice but to file this complaint."
U S WEST is in the connections business, helping customers share
information, communications and entertainment services in local
markets worldwide.
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