<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 31, 1995
REGISTRATION NO. 33-62451
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- --------------------------------------------------------------------------------
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
------------------------
U S WEST, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 84-0926774
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
</TABLE>
7800 EAST ORCHARD ROAD
ENGLEWOOD, COLORADO 80111
(303) 793-6500
(Name, address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
------------------------
<TABLE>
<S> <C>
STEPHEN E. BRILZ, ESQ. PLEASE SEND COPIES OF ALL COMMUNICATIONS TO:
U S WEST, INC. DENNIS J. BLOCK, ESQ.
7800 EAST ORCHARD ROAD WEIL, GOTSHAL & MANGES
ENGLEWOOD, COLORADO 80111 767 FIFTH AVENUE
(303) 793-6626 NEW YORK, NEW YORK 10153
(Name, address, including zip code, and (212) 310-8000
telephone number
of agent for service for the registrant)
</TABLE>
------------------------
Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of the Registration Statement, as determined by
market conditions.
------------------------
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box. /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / / __________
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration number of the earlier effective registration statement for the same
offering. / / __________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
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 NO. 33-62451) 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 LAWS OF ANY SUCH STATE.
<PAGE>
SUBJECT TO COMPLETION OCTOBER 31, 1995
PROSPECTUS
[LOGO]
$500,000,000
U S WEST, INC.
DEBT SECURITIES
U S WEST, Inc. ("U S WEST"), a Delaware corporation, from time to time may offer
its notes, debentures, or other debt securities (the "Debt Securities"). The
Debt Securities offered pursuant to this Prospectus may be issued in one or more
series and will be limited to $500,000,000 aggregate public offering price.
Certain specific terms of the particular series of Debt Securities will be set
forth in a supplement to this Prospectus (the "Prospectus Supplement") which
will be delivered together with this Prospectus, including, where applicable,
the specific designation, aggregate principal amount, denomination, maturity,
premium, if any, the rate (which may be fixed or variable), time and method of
calculating payment of interest, if any, the place or places where principal of,
premium, if any, and interest, if any, on such Debt Securities will be payable,
optional or mandatory redemption and sinking fund provisions, if any,
conversion, exercise or exchange provisions, if any, and any other specific
terms in respect of the offering and sale of the Debt Securities.
The Debt Securities may be offered and sold through one or more underwriters,
directly by U S WEST, or through dealers or agents. The names of any
underwriters, dealers or agents involved in the distribution of the Debt
Securities in respect of which this Prospectus is being delivered, and any
applicable discounts, commissions or allowances, will be set forth in the
applicable Prospectus Supplement. See "Plan of Distribution" for possible
indemnification arrangements for any underwriters, dealers or agents. Unless
otherwise provided in the Prospectus Supplement relating thereto, the Debt
Securities will not be listed on any securities exchange.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
THIS PROSPECTUS MAY NOT BE USED TO CONSUMMATE SALES OF SECURITIES UNLESS
ACCOMPANIED BY A PROSPECTUS SUPPLEMENT.
THE DATE OF THIS PROSPECTUS IS , 1995.
<PAGE>
The Debt Securities will be sold directly, through agents, underwriters or
dealers as designated from time to time, or through a combination of such
methods. If agents or any dealers or underwriters are involved in the sale of
the Debt Securities in respect of which this Prospectus is being delivered, the
names of such agents, dealers or underwriters and any applicable commissions or
discounts will be set forth in or may be calculated from the Prospectus
Supplement with respect to such Debt Securities.
No dealer, salesperson or any other individual has been authorized by U S
WEST to give any information or to make any representation other than those
contained or incorporated by reference in this Prospectus or any accompanying
Prospectus Supplement and, if given or made, such information or representation
must not be relied upon as having been authorized. This Prospectus does not
constitute an offer to sell or a solicitation of an offer to buy any of the
securities offered hereby in any jurisdiction to any person to whom it is
unlawful to make such offer or solicitation in such jurisdiction. Neither the
delivery of this Prospectus nor any sale made hereunder shall, under any
circumstances, create any implication that there has been no change in the
affairs of U S WEST since the date hereof.
------------------------
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 has filed with the Commission a registration statement on Form S-3
(herein, together with all amendments and exhibits, referred to as the
"Registration Statement") relating to the Debt Securities under the Securities
Act of 1933, as amended (the "Securities Act"). This Prospectus does not contain
all of the information set forth in the Registration Statement, certain parts of
which are omitted in accordance with the rules and regulations of the
Commission. For further information, reference is hereby made to the
Registration Statement, which is available for inspection and copying as set
forth above. Statements contained in this Prospectus or a Prospectus Supplement
as to the contents of any contract or other document which is filed as an
exhibit to the Registration Statement are not necessarily complete, and each
such statement is qualified in its entirety by reference to the full text of
such contract or document.
2
<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents which have been filed by U S WEST with the
Commission (File No. 1-8611) are incorporated herein by reference: (i) Annual
Report on Form 10-K for the year ended December 31, 1994, (ii) Quarterly Reports
on Form 10-Q for the quarters ended March 31, 1995 and June 30, 1995 and (iii)
Current Reports on Form 8-K dated January 19, 1995, April 10, 1995, April 18,
1995, May 23, 1995 (as amended by Forms 8-K/A filed on July 12, 1995 and August
24, 1995), June 20, 1995, July 28, 1995, September 22, 1995, September 28, 1995
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 or therein) modifies
or supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Prospectus.
U S WEST WILL PROVIDE WITHOUT CHARGE TO EACH PERSON TO WHOM A PROSPECTUS IS
DELIVERED, UPON WRITTEN OR ORAL REQUEST OF SUCH PERSON, A COPY OF ANY OR ALL OF
THE DOCUMENTS WHICH ARE INCORPORATED BY REFERENCE HEREIN, OTHER THAN EXHIBITS TO
SUCH DOCUMENTS (UNLESS SUCH EXHIBITS ARE SPECIFICALLY INCORPORATED BY REFERENCE
INTO SUCH DOCUMENTS). REQUESTS SHOULD BE DIRECTED TO INVESTOR RELATIONS, U S
WEST, INC., 7800 EAST ORCHARD ROAD, ENGLEWOOD, COLORADO 80111 (TELEPHONE NUMBER
(303) 793-6500).
------------------------
3
<PAGE>
U S WEST, INC.
U S WEST is a diversified global communications company engaged in the
telecommunications, cable, wireless communications and multimedia content and
services businesses. U S WEST conducts its businesses through two groups: the U
S WEST Communications Group (the "Communications Group") and the U S WEST Media
Group (the "Media Group"). 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 and
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 the state of incorporation of U S WEST 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 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 of its subsidiaries or altered the legal nature of U S WEST's
obligations to its creditors, including its obligations under the Debt
Securities. Creditors of U S WEST, including the holders of the Debt Securities,
will continue to benefit from the cash flow of the subsidiaries comprising both
the Communications Group and the Media Group, subject to the satisfaction of
obligations by such subsidiaries. The Recapitalization Plan is not expected to
have any adverse impact on U S WEST's credit rating.
4
<PAGE>
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the ratio of earnings to fixed charges from
continuing operations of U S WEST for the periods indicated. For the purpose of
calculating this ratio, earnings consist of income before income taxes and fixed
charges. Fixed charges include interest on indebtedness (excluding discontinued
operations) and the portion of rentals representative of the interest factor.
<TABLE>
<CAPTION>
SIX MONTHS ENDED
YEAR ENDED DECEMBER 31, JUNE 30,
- ----------------------------------------------------- --------------------
1990 1991 1992 1993 1994 1994 1995
- --------- --------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
4.07 3.11 3.85 2.38 4.85 4.98 4.09
</TABLE>
USE OF PROCEEDS
Unless otherwise specified in the Prospectus Supplement, U S WEST will apply
the net proceeds from the sale of the Debt Securities to its general funds to be
used for general corporate purposes, including the reduction of short-term and
long-term borrowings and other business opportunities.
DESCRIPTION OF DEBT SECURITIES
The following description sets forth certain general terms and provisions of
the Debt Securities to which any Prospectus Supplement may relate. The
particular terms and provisions of the series of Debt Securities offered by a
Prospectus Supplement, and the extent to which such general terms and provisions
described below may apply thereto, will be described in the Prospectus
Supplement relating to such series of Debt Securities.
The Debt Securities are to be issued under an Indenture (the "Indenture"),
dated as of , 1995, between U S WEST and The First National Bank of
Chicago, as Trustee (the "Trustee"). The following summaries of certain
provisions of the Debt Securities and the Indenture do not purport to be
complete and are subject to, and are qualified in their entirety by reference
to, all provisions of the Debt Securities and the Indenture, including the
definitions therein of certain terms. Wherever particular sections or defined
terms of the Indenture are referred to, it is intended that such sections or
defined terms shall be incorporated herein by reference.
GENERAL
The Indenture does not limit the aggregate principal amount of Debt
Securities that can be issued thereunder and debt securities may be issued
thereunder up to the aggregate principal amount which may be authorized from
time to time by, or pursuant to a resolution of, U S WEST's Board of Directors
or by a supplemental indenture. Reference is made to the Prospectus Supplement
for the following terms of the particular series of Debt Securities being
offered hereby: (i) the title of the Debt Securities of the series; (ii) any
limit upon the aggregate principal amount of the Debt Securities of the series;
(iii) the date or dates on which the principal of the Debt Securities of the
series will mature; (iv) the rate or rates (or manner of calculations thereof),
if any, at which the Debt Securities of the series will bear interest, the date
or dates from which any such interest will accrue and on which such interest
will be payable, and, with respect to Debt Securities of the series in
registered form, the record date for the interest payable on any interest
payment date; (v) the place or places where the principal of and interest, if
any, on the Debt Securities of the series will be payable; (vi) any redemption
or sinking fund provisions; (vii) if other than the entire principal amount
thereof, the portion of the principal amount of Debt Securities of the series
which will be payable upon declaration of acceleration of the maturity thereof;
(viii) whether the Debt Securities of the series will be issuable in registered
or bearer form or both, any restrictions applicable to the offer, sale or
delivery of Debt Securities in bearer form ("bearer Debt Securities"), and
whether, and the terms upon which, bearer Debt Securities will be exchangeable
for Debt Securities in registered form ("registered Debt Securities") and vice
versa; (ix) whether and under what circumstances U S WEST will pay additional
amounts on the Debt Securities of the series held by a person who is not a U.S.
person (as defined below) in respect of taxes or similar charges withheld or
deducted and, if so, whether U S WEST
5
<PAGE>
will have the option to redeem such Debt Securities rather than pay such
additional amounts; (x) whether the Debt Securities will be denominated or
provide for payment in United States dollars or a foreign currency or units of
two or more such foreign currencies; (xi) whether the Debt Securities of the
series will be convertible into or exchangeable or exercisable for shares of a
class of capital stock of U S WEST or any other corporation and the terms and
conditions relating thereto; and (xii) any additional provisions or other
special terms not inconsistent with the provisions of the Indenture, including
any terms which may be required by or advisable under United States laws or
regulations or advisable in connection with the marketing of Debt Securities of
such series. (Sections 2.01 and 2.02.) To the extent not described herein,
principal, premium, if any, and interest will be payable, and the Debt
Securities of a particular series will be transferable, in the manner described
in the Prospectus Supplement relating to such series.
Each series of Debt Securities will constitute unsecured and unsubordinated
indebtedness of U S WEST and will rank on a parity with U S WEST's other
indebtedness. However, since U S WEST is a holding company, the right of U S
WEST and, hence, the right of creditors of U S WEST (including the holders of
the Debt Securities) to participate in any distribution of the assets of any
subsidiaries of U S WEST, whether upon liquidation, reorganization, or
otherwise, is subject to prior claims of creditors of the subsidiary, except to
the extent that claims of U S WEST itself as a creditor of a subsidiary may be
recognized.
Debt Securities of any series may be issued as registered Debt Securities or
bearer Debt Securities or both as specified in the terms of the series. Unless
otherwise indicated in the Prospectus Supplement, Debt Securities will be issued
in denominations of $1,000 and integral multiples thereof, and bearer Debt
Securities will not be offered, sold, resold or delivered to U.S. persons in
connection with their original issuance. For purposes of this Prospectus, "U.S.
person" means a citizen, national or resident of the United States, a
corporation, partnership or other entity created or organized in or under the
laws of the United States, or any political subdivision thereof, or an estate or
trust which is subject to United States federal income taxation regardless of
its source of income.
To the extent set forth in the Prospectus Supplement, except in special
circumstances set forth in the Indenture, interest on bearer Debt Securities
will be payable only against presentation and surrender of the coupons for the
interest installments evidenced thereby as they mature at a paying agency of U S
WEST located outside of the United States and its possessions. (Section
2.05(c).) U S WEST will maintain such an agency for a period of two years after
the principal of such bearer Debt Securities has become due and payable. During
any period thereafter for which it is necessary in order to conform to United
States tax law or regulations, U S WEST will maintain a paying agent outside the
United States and its possessions to which the bearer Debt Securities may be
presented for payment and will provide the necessary funds therefor to such
paying agent upon reasonable notice. (Section 2.04.)
The general provisions of the Indenture do not afford holders of the Debt
Securities protection in the event of a highly-leveraged transaction,
reorganization, merger or similar transaction involving U S WEST that may
adversely affect holders of the Debt Securities.
Bearer Debt Securities and the coupons related thereto will be transferable
by delivery. (Section 2.08(e).)
If appropriate, federal income tax consequences applicable to a series of
Debt Securities will be described in the Prospectus Supplement relating thereto.
GLOBAL SECURITIES
The Debt Securities of a series may be issued in the form of one or more
fully registered global securities (each a "Global Security") that will be
deposited with, or on behalf of, a depositary (the "Depositary") identified in
the Prospectus Supplement relating to such series. Unless and until it is
exchanged for Debt Securities in definitive registered form, a Global Security
may not be transferred except as a whole by the Depositary for such Global
Security to a nominee of such Depositary or by a nominee of such Depositary to
such Depositary or another nominee of such Depositary or by such Depositary or
any such nominee to a successor of such Depositary or a nominee of such
successor.
6
<PAGE>
The specific terms of the depositary arrangements with respect to a series
of Debt Securities will be described in the Prospectus Supplement relating to
such series. U S WEST anticipates that the following provisions will apply to
all depositary arrangements.
Upon the issuance of a Global Security, the Depositary for such Global
Security will credit the accounts held with it with the respective principal
amounts of the Debt Securities represented by such Global Security. Such
accounts shall be designated by the underwriters or agents with respect to such
Debt Securities or by U S WEST if such Debt Securities are offered and sold
directly by U S WEST. Ownership of beneficial interests in a Global Security
will be limited to persons that have accounts with the Depositary for such
Global Security ("participants") or persons that may hold interests through
participants. Ownership of beneficial interests in such Global Security will be
shown on, and the transfer of that ownership will be effected only through,
records maintained by the Depositary for such Global Security or on the records
of participants. The laws of some states require that certain purchasers of
securities take physical delivery of such securities in definitive form. Such
limits and such laws may impair the ability to transfer beneficial interests in
a Global Security.
So long as the Depositary for a Global Security, or its nominee, is the
registered owner of such Global Security, such Depositary or such nominee, as
the case may be, will be considered the sole owner or holder of the Debt
Securities represented by such Global Security for all purposes under the
Indenture governing such Debt Securities. Except as provided below, owners of
beneficial interests in a Global Security will not be entitled to have Debt
Securities of the series represented by such Global Security registered in their
names, will not receive or be entitled to receive physical delivery of Debt
Securities of such series in definitive form and will not be considered the
owners or holders thereof under the Indenture governing such Debt Securities.
Principal, premium, if any, and interest payments on Debt Securities
registered in the name of a Depositary or its nominee will be made to the
Depositary or its nominee, as the case may be, as the registered owner of the
Global Security representing such Debt Securities. Neither U S WEST, the Trustee
for such Debt Securities, any Paying Agent nor the Security Registrar for such
Debt Securities will have any responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial ownership
interests in the Global Security for such Debt Securities or for maintaining,
supervising or reviewing any records relating to such beneficial ownership
interests.
U S WEST expects that the Depositary for a series of Debt Securities issued
in the form of a Global Security, upon receipt of any payment of principal,
premium or interest, will credit immediately participants' accounts with
payments in amounts proportionate to their respective beneficial interests in
the principal amount of the Global Security for such Debt Securities as shown on
the records of such Depositary. U S WEST also expects that payments by
participants to owners of beneficial interests in such Global Security held
through such participants will be governed by standing instructions and
customary practices, as is now the case with securities held for the accounts of
customers in bearer form or registered in "street name," and will be the
responsibility of such participants.
If a Depositary for a series of Debt Securities is at any time unwilling or
unable to continue as depositary and a successor depositary is not appointed by
U S WEST within 90 days, U S WEST will issue Debt Securities of such series in
definitive form in exchange for the Global Security representing such series of
Debt Securities. In addition, U S WEST may at any time and in its sole
discretion determine not to have the Debt Securities of a series represented by
a Global Security and, in such event, will issue Debt Securities of such series
in definitive form in exchange for the Global Security representing such series
of Debt Securities. In either instance, an owner of a beneficial interest in a
Global Security will be entitled to have Debt Securities of the series
represented by such Global Security equal in principal amount to such beneficial
interest registered in its name and will be entitled to physical delivery of
such Debt Securities in definitive form. Debt Securities of such series so
issued in definitive form will be issued in denominations of $1,000 and integral
multiples thereof and will be issued in registered form only, without coupons.
7
<PAGE>
EXCHANGE OF SECURITIES
To the extent permitted by the terms of a series of Debt Securities
authorized to be issued in registered form and bearer form, bearer Debt
Securities may be exchanged for an equal aggregate principal amount of
registered Debt Securities of the same series and date of maturity in such
authorized denominations as may be requested upon surrender of the bearer Debt
Securities with all unpaid coupons relating thereto, at an agency of U S WEST
maintained for such purpose and upon fulfillment of all other requirements of
such agent. (Section 2.08(b).) As of the date of this Prospectus, United States
Treasury regulations do not permit exchanges of registered Debt Securities for
bearer Debt Securities and, unless such regulations are modified, the terms of a
series of Debt Securities will not permit registered Debt Securities to be
exchanged for bearer Debt Securities.
AMENDMENT AND WAIVER
Subject to certain exceptions, the Indenture may be amended or supplemented
by U S WEST and the Trustee with the consent of the holders of a majority in
principal amount of the outstanding Debt Securities of each series affected by
the amendment or supplement (with each series voting as a class), or compliance
with any provision may be waived with the consent of the holders of a majority
in principal amount of the outstanding Debt Securities of each series affected
by such waiver (with each series voting as a class). However, without the
consent of each Debt Securityholder affected, an amendment or waiver may not (i)
reduce the amount of Debt Securities whose holders must consent to an amendment
or waiver; (ii) change the rate of or change the time for payment of interest on
any Debt Security; (iii) change the principal of or change the fixed maturity of
any Debt Security; (iv) change the terms of any Debt Securities so as to
adversely affect the terms on which such Debt Securities are convertible into,
or exchangeable or exercisable for, shares of a class of capital stock of U S
WEST or any other corporation; (v) waive a default in the payment of the
principal of or interest on any Debt Security; (vi) make any Debt Security
payable in money other than that stated in the Debt Security; or (vii) impair
the right to institute suit for the enforcement of any payment on or with
respect to any Debt Security. (Section 9.02.) The Indenture may be amended or
supplemented without the consent of any Debt Securityholder (i) to cure any
ambiguity, defect or inconsistency in the Indenture, or the Debt Securities of
any series; (ii) to provide for the assumption of all the obligations of U S
WEST under the Debt Securities, any coupons related thereto and the Indenture by
any corporation in connection with a merger, consolidation, transfer or lease of
U S WEST's property and assets substantially as an entirety, as provided for in
the Indenture; (iii) to provide for uncertificated Debt Securities in addition
to or in place of certificated Debt Securities; (iv) to make any change that
does not adversely affect the rights of any Debt Securityholder; (v) to provide
for the issuance of and establish the form and terms and conditions of a series
of Debt Securities endorsed thereon or to establish the form of any
certifications required to be furnished pursuant to the terms of the Indenture
or any series of Debt Securities; or (vi) to add to the rights of Debt
Securityholders. (Section 9.01.)
MERGER
U S WEST may consolidate with or merge into, or transfer or lease its
property and assets substantially as an entirety to, another entity if the
successor entity is a corporation and assumes all the obligations of U S WEST
under the Debt Securities and any coupons related thereto and the Indenture and
if, after giving effect to such transaction, a Default or Event of Default would
not occur or be continuing. Thereafter, all such obligations of U S WEST shall
terminate. (Sections 5.01 and 5.02.)
EVENTS OF DEFAULT
The following events are defined in the Indenture as "Events of Default"
with respect to a series of Debt Securities: (i) default in the payment of
interest on any Debt Security of such series for 90 days; (ii) default in the
payment of the principal of any Debt Security of such series; (iii) failure by U
S WEST for 90 days after notice to it to comply with any of its other agreements
in the Debt Securities of such series, in the Indenture or in any supplemental
indenture; and (iv) certain events of bankruptcy or insolvency of U S WEST.
(Section 6.01.) If an Event of Default occurs with respect to the Debt
Securities of any series and is continuing, the Trustee or the holders of at
least 25% in principal amount of all of the outstanding
8
<PAGE>
Debt Securities of that series may declare the principal (or, if the Debt
Securities of that series are original issue discount Debt Securities, such
portion of the principal amount as may be specified in the terms of that series)
of all the Debt Securities of that series to be due and payable. Upon such
declaration, such principal (or, in the case of original issue discount Debt
Securities, such specified amount) shall be due and payable immediately.
(Section 6.02.)
Securityholders may not enforce the Indenture or the Debt Securities except
as provided in the Indenture. The Trustee may require indemnity satisfactory to
it before it enforces the Indenture or the Debt Securities. (Section 7.01.)
Subject to certain limitations, holders of a majority in principal amount of the
Debt Securities of each series affected (with each series voting as a class) may
direct the Trustee in its exercise of any trust power. (Section 6.05.) The
Trustee may withhold from holders of Debt Securities notice of any continuing
default (except a default in payment of principal or interest) if it determines
that withholding notice is in their interests. (Section 7.05.)
CONCERNING THE TRUSTEE
U S WEST and certain of its affiliates maintain banking relationships in the
ordinary course of business with the Trustee. In addition, the Trustee and
certain of its affiliates serve as trustee, authenticating agent or paying agent
with respect to certain debt securities of U S WEST and its affiliates.
9
<PAGE>
PLAN OF DISTRIBUTION
DISTRIBUTION OF SECURITIES
U S WEST may offer and sell the Debt Securities (i) to or through
underwriting syndicates represented by managing underwriters, (ii) to or through
underwriters without a syndicate, (iii) through dealers, (iv) through agents or
(v) through a combination of any such methods of sale. The Prospectus Supplement
with respect to each series of Debt Securities will set forth the terms of the
offering, including the name or names of any underwriters, dealers or agents,
the purchase price and the net proceeds to U S WEST from such sale, any
underwriting discounts, agency fees and other items constituting underwriters'
or agents' compensation, the initial public offering price and any discounts or
concessions allowed, re-allowed or paid to dealers.
If any underwriters are involved in the offer and sale, the Debt Securities
will be acquired by the underwriters and may be resold by them from time to time
in one or more transactions, including negotiated transactions, at a fixed
public offering price or at varying prices determined at the time of sale.
Unless otherwise set forth in the accompanying Prospectus Supplement, the
obligations of the underwriters to purchase the Debt Securities will be subject
to certain conditions precedent and the underwriters will be obligated to
purchase all the Securities described in such Prospectus Supplement if any are
purchased. Any initial public offering price and any discounts or concessions
allowed or re-allowed or paid to dealers may be changed from time to time.
The Debt Securities may be offered and sold by U S WEST directly or through
an agent or agents designated by U S WEST from time to time. Unless otherwise
indicated in the applicable Prospectus Supplement, any such agent or agents will
be acting on a best efforts basis for the period of its or their appointment.
Any agent participating in the distribution of the Debt Securities may be deemed
to be an "underwriter," as that term is defined in the Securities Act, of the
Securities so offered and sold. The Securities also may be sold to dealers, at
the applicable price to the public set forth in the applicable Prospectus
Supplement relating to a particular series of the Securities, who later resell
to investors. Such dealers may be deemed to be "underwriters" within the meaning
of the Securities Act.
Underwriters, dealers and agents may be entitled, under agreements entered
into with U S WEST, to indemnification by U S WEST against certain liabilities,
including liabilities under the Securities Act.
The place and time of delivery for the Debt Securities in respect of which
this Prospectus is delivered will be set forth in the accompanying Prospectus
Supplement, if appropriate.
DELAYED DELIVERY ARRANGEMENTS
If so indicated in the Prospectus Supplement, U S WEST will authorize
dealers or other persons acting as U S WEST's agents to solicit offers by
certain institutions to purchase Debt Securities from U S WEST pursuant to
contracts providing for payment and delivery on a future date. Institutions with
which such contracts may be made include commercial and savings banks, insurance
companies, pension funds, investment companies, educational and charitable
institutions, and others, but in all cases such institutions must be approved by
U S WEST. The obligations of any purchaser under any such contract will not be
subject to any conditions except that (a) the purchaser of the Debt Securities
shall not at the time of delivery be prohibited from purchasing such securities
under the laws of the jurisdiction to which such purchaser is subject and (b) if
the Debt Securities are also being sold to underwriters, U S WEST shall have
sold to such underwriters the Debt Securities not sold for delayed delivery. The
dealers and such other persons will not have any responsibility in respect of
the validity or performance of such contracts.
10
<PAGE>
LEGAL OPINIONS
The validity of the Debt Securities will be passed upon by Stephen E. Brilz,
Senior Attorney of U S WEST.
EXPERTS
The consolidated financial statements and the consolidated financial
statement schedule included in U S WEST's Annual Report on Form 10-K for the
year ended December 31, 1994 are incorporated herein by reference in reliance on
the reports of Coopers & Lybrand L.L.P., independent certified public
accountants, given upon the authority of that firm as experts in accounting and
auditing.
The consolidated financial statements of 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 December 31, 1993 and 1992 and for
each of the years in the two-year period ended December 31, 1993, which appear
in the Current Report on Form 8-K of U S WEST, dated May 23, 1995, as amended by
Forms 8-K/A filed on July 12, 1995 and August 24, 1995, have been incorporated
by reference herein and in the Registration Statement in reliance upon the
report of KPMG Peat Marwick LLP, independent certified public accountants,
incorporated by reference herein, and upon the authority of said firm as experts
in accounting and auditing.
The consolidated financial statements of Wometco Cable Corp. and
subsidiaries as of December 31, 1993 and 1992 and for each of the years in the
two-year period ended December 31, 1993, which appear in the Current Report on
Form 8-K of U S WEST, dated May 23, 1995, as amended by Forms 8-K/ A filed on
July 12, 1995 and August 24, 1995, have been incorporated by reference herein in
reliance upon the report of KPMG Peat Marwick LLP, independent certified public
accountants, incorporated by reference herein and in the Registration Statement,
and upon the authority of said firm as experts in accounting and auditing. The
report on the 1993 consolidated financial statements of Wometco Cable Corp. and
subsidiaries refers to a change in the method of accounting for income taxes in
1993 to adopt the provisions of Financial Accounting Standards Board FASB No.
109 -- Accounting for Income Taxes.
11
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
<TABLE>
<S> <C>
Securities and Exchange Commission Filing Fee.................... $ 172,415
Rating Agency Fees............................................... 100,000
Blue Sky Fees and Expenses....................................... 20,000
Trustee's Expenses............................................... 30,000
Printing and Engraving Fees...................................... 100,000
Accounting Fees and Expenses..................................... 25,000
Legal Fees and Expenses.......................................... 100,000
Miscellaneous.................................................... 2,585
---------
Total........................................................ $ 550,000
---------
---------
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
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 directors and officers of U S WEST are covered by insurance policies
indemnifying against certain liabilities, including certain liabilities arising
under the Securities Act of 1933, as amended (the "Securities Act"), which might
be incurred by them in such capacities and against which they cannot be
indemnified by U S WEST.
Any agents, dealers or underwriters who execute an underwriting or other
distribution agreement in connection with an offering of Debt Securities will
agree to indemnify U S WEST's directors and their officers who signed the
registration statement against certain liabilities which might arise under the
Securities Act with respect to information furnished to U S WEST by or on behalf
of any such indemnifying party.
ITEM 16. EXHIBITS.
Exhibits identified in parentheses below are on file with the Securities and
Exchange Commission and are incorporated herein by reference to such previous
filings. All other exhibits are provided
as part of this electronic transmission.
<TABLE>
<S> <C> <C>
*4-A -- Form of Indenture between U S WEST, Inc. and The First National Bank of
Chicago, as Trustee
5 -- Opinion of Stephen E. Brilz
</TABLE>
II-1
<PAGE>
<TABLE>
<S> <C> <C>
(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 Ernst & Young LLP
23-C -- Consent of Arthur Andersen LLP
23-D -- Consents of KPMG Peat Marwick LLP
23-E -- Consent of Stephen E. Brilz is contained in the opinion of counsel filed
as Exhibit 5
*24 -- Powers of Attorney
*25 -- Statement of Eligibility under the Trust Indenture Act of 1939, as
amended, of The First National Bank of Chicago, as Trustee under the
Indenture
</TABLE>
- ------------------------
* Filed previously.
ITEM 17. UNDERTAKINGS.
The Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of U S WEST's Annual Report
pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act") (and where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the Exchange
Act) that is incorporated by reference in the Registration Statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions referred to in Item 15 (other than the
insurance policies referred to therein), or otherwise, the Registrant has been
advised that, in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
The Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) to reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in
the Registration Statement;
(iii) to include any material information with respect to the Plan of
Distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement;
II-2
<PAGE>
provided, however, that the undertakings set forth in paragraphs (i) and
(ii) above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed by U S WEST, Inc. pursuant to Section 13 or Section 15(d) of the Exchange
Act that are incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new Registration Statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
The Registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act,
the information omitted from the form of prospectus filed as part of a
registration statement in reliance upon Rule 430A and contained in the form
of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of the
registration statement as of the time it was declared effective.
(2) For the purposes of determining any liability under the Securities
Act, each post-effective amendment that contains a form of prospectus shall
be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
II-3
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, U S WEST, INC.
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL THE
REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS 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 DIRECTORS AND OFFICERS OF U S WEST, INC. IN THE CAPACITIES AND ON THE
DATE INDICATED.
PRINCIPAL EXECUTIVE OFFICER:
RICHARD D. MCCORMICK* Chairman of the Board,
President and Chief
Executive Officer
PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER:
JAMES T. ANDERSON* Acting Executive Vice
President and Chief
Financial Officer
DIRECTORS:
REMEDIOS DIAZ-OLIVER*
GRANT A. DOVE*
ALLAN D. GILMOUR*
PIERSON M. GRIEVE*
SHIRLEY M. HUFSTEDLER*
ALLEN F. JACOBSON*
RICHARD D. MCCORMICK*
MARILYN CARLSON NELSON*
FRANK POPOFF*
JERRY O. WILLIAMS*
*By /s/ STEPHEN E.
BRILZ
----------------------------------
Stephen E. Brilz
Attorney-in-Fact
Dated: October 31, 1995
II-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. 33-62451) filed contemporaneously herewith (the
"Registration Statement") by U S WEST, Inc., a Delaware corporation (the
"Registrant"), with the Securities and Exchange Commission (the "Commission") in
connection with the registration under the Securities Act of 1933, as amended,
of debt securities (the "Debt Securities"). I have examined the Registrant's
certificate of incorporation and bylaws, as amended, the form of indenture by
and between the Registrant and the First National Bank of Chicago, as Trustee,
under which any Debt Securities are to be issued (the "Indenture"), and such
other documents, certificates and matters of fact as I have deemed necessary for
purposes of this opinion. I am familiar with the proceedings taken and proposed
to be taken by the Registrant in connection with the proposed authorization,
issue and sale of the Debt Securities.
I am also familiar with the proposed opinion of legal counsel
qualified to practice in New York concerning the validity, legality and binding
effect of any Debt Securities under New York law, upon which opinion I will
rely, at such time as Debt Securities are issued in connection with the
Registration Statement.
Based upon the foregoing, and in reliance thereon, it is my opinion
that, subject to the receipt of payment for the Debt Securities and subject to
the terms of the Debt Securities being otherwise in compliance with then
<PAGE>
applicable law, when the Debt Securities have been duly authorized, executed,
authenticated, if necessary, and delivered in accordance with the terms of the
applicable resolutions of the Board of Directors of the Registrant, and any
legally required consents, approvals, authorizations, and other orders of the
Commission or any other judicial or regulatory authorities to be obtained, and,
to the extent applicable, the certificate of incorporation and bylaws of the
registrant and the Indenture, the Debt Securities will constitute legally issued
and binding obligations of the Registrant, except as may be limited by
bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting
creditors' rights generally, and except that the remedies of specific
performance and injunctive and other forms of equitable relief are subject to
certain equitable defenses and to the discretion of the court before which any
proceeding therefor may be brought.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement, and I further consent to the use of my name under the
caption "Legal Opinions" in the Prospectus forming a part of the Registration
Statement.
Very truly yours,
/s/ Stephen E. Brilz
Stephen E. Brilz
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. 33-62451) 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. 33-62451) 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. 33-62451) 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. 33-62451) 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 23B
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. 33-62451 on Form
S-3 and related Prospectus and Prospectus Supplement of U S West, Inc. and
to the incorporation by reference therein of our report dated February 7,
1995, with respect to the consolidated financial statements of Time Warner
Entertainment Company, L.P. included in the Current Report on Form 8-K of
U S West, Inc. dated May 23, 1995, as amended by Forms 8-K/A on July 12, 1995
and August 24, 1995, filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
New York, New York
October 30, 1995
<PAGE>
EXHIBIT 23-C
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, with respect to
the combined balance sheets of Georgia Cable Holdings Limited Partnership and
Subsidiary Partnerships as of December 31, 1993 and 1992, and the related
combined statements of operations, changes in partners' capital (deficiency),
and cash flows for each of the years in the two-year period ended December
31, 1993, 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.
/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, with respect to the
consolidated balance sheets of Wometco Cable Corp. and subsidiaries as of
December 31, 1993 and 1992, and the related consolidated statements of
income, stockholders' equity and cash flows for each of the years in the
two-year period ended December 31, 1993, 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.
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
