<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 31, 1995
REGISTRATION NOS. 33-57889, 33-57889-01, 33-57889-02, 33-57889-03, 33-57889-04
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
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> <C>
U S WEST, INC. DELAWARE 84-0926774
U S WEST CAPITAL FUNDING, INC. COLORADO 84-1028672
U S WEST FINANCING I DELAWARE 84-6283245
U S WEST FINANCING II DELAWARE 84-6283244
U S WEST FINANCING III DELAWARE 84-6283242
(Exact name of Registrant as (State of other Jurisdiction of (I.R.S. Employer
Specified in its Charter) 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 each registrant's principal executive offices)
--------------------------
STEPHEN E. BRILZ, ESQ.
U S WEST, INC.
7800 EAST ORCHARD ROAD
ENGLEWOOD, COLORADO 80111
(303) 793-6626
(Name, address, including zip code, and telephone number
of agent for service for each registrant)
PLEASE SEND COPIES OF ALL COMMUNICATIONS TO:
DENNIS J. BLOCK, ESQ.
AKIKO MIKUMO, ESQ.
WEIL, GOTSHAL & MANGES
767 FIFTH AVENUE
NEW YORK, NEW YORK 10153
(212) 310-8000
--------------------------
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. 33-57889, 33-57889-01, 33-57889-02, 33-57889-03 AND
33-57889-04) 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, DATED OCTOBER 31, 1995
PROSPECTUS [LOGO]
$1,000,000,000
U S WEST CAPITAL FUNDING, INC.
SUBORDINATED DEBT SECURITIES
UNCONDITIONALLY GUARANTEED AS TO PAYMENT OF
PRINCIPAL, PREMIUM, IF ANY, AND INTEREST BY
U S WEST, INC.
------------
U S WEST FINANCING I
U S WEST FINANCING II
U S WEST FINANCING III
PREFERRED SECURITIES
GUARANTEED TO THE EXTENT SET FORTH HEREIN BY
U S WEST, INC.
------------
U S WEST Capital Funding, Inc., a Delaware corporation ("Capital Funding")
and a wholly-owned subsidiary of U S WEST, Inc., a Colorado corporation ("U S
WEST"), may from time to time offer its subordinated debt securities (the
"Subordinated Debt Securities") in one or more series and in amounts, at prices
and on terms to be determined at the time of the offering. The Subordinated Debt
Securities when issued will be unsecured obligations of Capital Funding and will
be fully and unconditionally guaranteed as to payment of principal, premium, if
any, and interest by U S WEST (the "Debt Guarantees"). Capital Funding's
obligations under the Subordinated Debt Securities and U S WEST's obligations
under the Debt Guarantees will be subordinate and junior in right of payment to
certain other indebtedness of Capital Funding and U S WEST, respectively, as may
be described in an accompanying Prospectus Supplement (the "Prospectus
Supplement").
U S WEST Financing I, U S WEST Financing II and U S WEST Financing III
(each, a "U S WEST Trust"), each a statutory business trust formed under the
laws of Delaware, may from time to time offer preferred securities evidencing
undivided beneficial interests in the assets of the respective U S WEST Trust
("Preferred Securities"). The payment of periodic cash distributions
("distributions") with respect to Preferred Securities of each of the U S WEST
Trusts, out of moneys held by each of the U S WEST Trusts, and payments on
liquidation, redemption or otherwise with respect to such Preferred Securities
will be guaranteed by U S WEST to the extent described herein (each, a
"Preferred Securities Guarantee"). U S WEST's obligations under the Preferred
Securities Guarantees will be subordinate and junior in right of payment to all
other liabilities of U S WEST and PARI PASSU with the most senior preferred
stock issued by U S WEST. Subordinated Debt Securities may be issued and sold
from time to time in one or more series by Capital Funding to a U S WEST Trust
in connection with the investment of the proceeds from the offering of Preferred
Securities and Common Securities (as defined herein) of such U S WEST Trust. The
Subordinated Debt Securities subsequently may be distributed pro rata to holders
of Preferred Securities and Common Securities in connection with the dissolution
of such U S WEST Trust upon the occurrence of certain events as may be described
in the Prospectus Supplement.
Specific terms of the particular Subordinated Debt Securities of any series
or the Preferred Securities of any U S WEST Trust in respect of which this
Prospectus is being delivered (the "Offered Securities") will be set forth in
the accompanying Prospectus Supplement with respect to such series of
Subordinated Debt Securities or such Preferred Securities, which will describe,
without limitation and where applicable the following: (i) in the case of
Subordinated Debt Securities, the specific designation, aggregate principal
amount, denomination, maturity, premium, if any, interest rate (or the method of
determining such rate), if any, dates on which premium, if any, and interest, if
any, will be payable, any redemption provisions, any sinking fund provisions,
the initial public offering price, the subordination terms, any listing on a
securities exchange and any other terms and (ii) in the case of Preferred
Securities, the specific designation, number of Preferred Securities,
distribution rate (or the method of determining such rate), dates on which
distributions will be payable, liquidation amount, voting rights (if any), any
redemption provisions, terms for any conversion or exchange into other
securities (if any), the initial public offering price, any listing on a
securities exchange, and any other rights, preferences, privileges, limitations
and restrictions.
The Offered Securities may be offered in amounts, at prices and on terms to
be determined at the time of offering; provided, however, that the aggregate
initial public offering price of all Offered Securities shall not exceed
$1,000,000,000. The Prospectus Supplement relating to any series of Offered
Securities will contain information concerning certain United States federal
income tax considerations, if applicable to the Offered Securities.
---------------------
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 Offered 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 Offered 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 Offered Securities.
NO DEALER, SALESPERSON OR ANY OTHER INDIVIDUAL HAS BEEN AUTHORIZED BY U S
WEST, CAPITAL FUNDING OR ANY OF THE U S WEST TRUSTS 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 CAPITAL FUNDING, ANY OF THE U S
WEST TRUSTS OR 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 60661. 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.
Capital Funding, the U S WEST Trusts and U S WEST 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") relating
to the Offered 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.
No separate financial statements of Capital Funding or any of the U S WEST
Trusts have been included herein. U S WEST does not consider that such financial
statements would be material to holders of the Offered Securities because: (i)
Capital Funding and each U S WEST Trust is a direct or indirect wholly-owned
subsidiary of U S WEST, a reporting company under the Exchange Act, (ii) neither
Capital Funding nor any U S WEST Trust has any independent operations but exists
for the sole purpose of issuing, in the case of Capital Funding, debt securities
guaranteed by U S WEST, and, in the case of the U S WEST Trusts, securities
representing undivided beneficial interests in the assets of the U S WEST Trusts
and investing the proceeds thereof in Subordinated Debt Securities guaranteed by
U S WEST, and (iii) the obligations of Capital Funding under the Subordinated
Debt Securities are fully and unconditionally guaranteed by U S WEST, and the
obligations of each U S WEST Trust under the Trust Securities, to the extent
funds are available therefor, are fully and unconditionally guaranteed by U S
WEST. See "Description of the Preferred Securities Guarantees" and "Description
of the Subordinated Debt Securities and the Debt Guarantees."
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, and (ii) 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 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 for the sole purpose of providing 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).
THE U S WEST FINANCING TRUSTS
Each of U S WEST Financing I, U S WEST Financing II and U S WEST Financing
III is a statutory business trust formed under Delaware law pursuant to (i) a
separate declaration of trust (each, a "Declaration") executed by U S WEST, as
sponsor for such trust (the "Sponsor") and the U S WEST Trustees (as defined
herein) of such trust and (ii) the filing of a certificate of trust with the
Delaware Secretary of State on March 1, 1995. Each U S WEST Trust exists for the
exclusive purposes of (i) issuing the Preferred Securities and common securities
representing undivided beneficial interests in the assets of such Trust (the
"Common Securities" and, together with the Preferred Securities, the "Trust
Securities"), (ii) investing the gross proceeds of the Trust Securities in the
Subordinated Debt Securities and (iii) engaging in only those other activities
necessary or incidental thereto. All of the Common Securities will be directly
or indirectly owned by U S WEST. The Common Securities will rank pari passu, and
payments will be made thereon pro rata, with the Preferred Securities except
that upon an event of default under the Declaration, the rights of the holders
of the Common Securities to payment in respect of distributions and payments
upon liquidation, redemption and otherwise will be subordinated to the rights of
the holders of the Preferred Securities. U S WEST will, directly or indirectly,
acquire Common Securities in an aggregate liquidation amount equal to 3% of the
total capital of each U S WEST Trust. Each U S WEST Trust has a term of
approximately 55 years, but may earlier terminate as provided in the
Declaration. Each U S WEST Trust's business and affairs will be conducted by the
trustees (the "U S WEST Trustees") appointed by U S WEST, as the direct or
indirect holder of all the Common Securities. The holder of the Common
Securities will be entitled to appoint, remove or replace any of, or increase or
reduce the number of, the U S WEST Trustees of a U S WEST Trust. The duties and
obligations of such U S WEST Trustees shall be governed by the Declaration of
such U S WEST Trust. A majority of the U S WEST Trustees (the "Regular
Trustees") of each U S WEST Trust will be persons who are employees or officers
of or affiliated with U S WEST. In certain limited circumstances set forth in a
Prospectus Supplement, the holders of a majority of the Preferred Securities
will be entitled to appoint one additional Regular Trustee, who need not be an
employee or officer of or otherwise affiliated with U S WEST. One U S WEST
Trustee of each U S WEST Trust will be a financial institution which will be
unaffiliated with U S WEST and which shall act as property trustee and as
indenture trustee for purposes of the Trust Indenture Act of 1939 (the "Trust
Indenture Act"), pursuant to the terms set forth in a Prospectus Supplement (the
"Property Trustee"). In addition, unless the Property Trustee maintains a
principal place of business in the State of Delaware, and otherwise meets the
requirements of applicable law, one U S WEST Trustee of each U S WEST Trust will
have its principal place of business or reside in the State of Delaware. Capital
Funding will pay all fees and expenses related to the U S WEST Trusts and the
offering of Trust Securities, the payment of which will be guaranteed by U S
WEST. The office of the Delaware Trustee for each U S WEST Trust in the State of
Delaware is 300 King Street, Wilmington, Delaware 19801. The principal place of
business of each U S WEST Trust shall be c/o U S WEST, Inc., 7800 East Orchard
Road, Englewood, Colorado 80111 (telephone number (303) 793-6500).
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).
4
<PAGE>
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 of its subsidiaries or altered the legal nature of U S WEST's
obligations to its creditors, including its obligations under the Debt
Guarantees or the Preferred Securities Guarantees. Creditors of U S WEST,
including the holders of Preferred Securities and Subordinated 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.
5
<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
YEAR ENDED DECEMBER 31, ENDED 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
Each U S WEST Trust will invest all proceeds received from the sale of its
Trust Securities in Subordinated Debt Securities.
Unless otherwise specified in the Prospectus Supplement, Capital Funding
will apply the net proceeds from the sale of the Subordinated 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, including the
reduction of short-term and long-term borrowings and other business
opportunities.
DESCRIPTION OF THE PREFERRED SECURITIES
Each U S WEST Trust may issue, from time to time, only one series of
Preferred Securities having terms described in the Prospectus Supplement
relating thereto. The Declaration of each U S WEST Trust authorizes the Regular
Trustees of such U S WEST Trust to issue on behalf of such U S WEST Trust one
series of Preferred Securities. The Declaration will be qualified as an
indenture under the Trust Indenture Act. The Preferred Securities will have such
terms, including distributions, redemption, voting, liquidation rights and such
other preferred, deferred or other special rights or such restrictions as shall
be set forth in the Declaration or made part of the Declaration by the Trust
Indenture Act. Reference is made to the Prospectus Supplement relating to the
Preferred Securities of a U S WEST Trust for specific terms, including (i) the
distinctive designation of such Preferred Securities; (ii) the number of
Preferred Securities issued by such U S WEST Trust; (iii) the annual
distribution rate (or method of determining such rate) for Preferred Securities
issued by such U S WEST Trust and the date or dates upon which such
distributions shall be payable; provided, however, that distributions on such
Preferred Securities shall be payable on a quarterly basis to holders of such
Preferred Securities as of a record date in each quarter during which such
Preferred Securities are outstanding; (iv) whether distributions on Preferred
Securities issued by such U S WEST Trust shall be cumulative, and, in the case
of Preferred Securities having such cumulative distribution rights, the date or
dates or method of determining the date or dates from which distributions on
Preferred Securities issued by such U S WEST Trust shall be cumulative; (v) the
amount or amounts which shall be paid out of the assets of such U S WEST Trust
to the holders of Preferred Securities of such U S WEST Trust upon voluntary or
involuntary dissolution, winding-up or termination of such U S WEST Trust; (vi)
the obligation, if any, of such U S WEST Trust to purchase or redeem Preferred
Securities issued by such U S WEST Trust and the price or prices at which, the
period or periods within which, and the terms and conditions upon which,
Preferred Securities issued by such U S WEST Trust shall be purchased or
redeemed, in whole or in part, pursuant to such obligation; (vii) the voting
rights, if any, of Preferred Securities issued by such U S WEST Trust in
addition to those required by law, including the number of votes per Preferred
Security and any requirement for the approval by the holders of Preferred
Securities, or of Preferred Securities issued by one or more U S WEST Trusts, or
of both, as a condition to specified action or amendments to the Declaration of
such U S WEST Trust; and (viii) any other relevant rights, preferences,
privileges, limitations or restrictions of Preferred Securities issued by such U
S WEST Trust not inconsistent with the Declaration of such U S WEST Trust or
with applicable law. All Preferred Securities offered hereby will be guaranteed
by
6
<PAGE>
U S WEST to the extent set forth below under "Description of the Preferred
Securities Guarantees." Any applicable United States federal income tax
considerations applicable to any offering of Preferred Securities will be
described in the Prospectus Supplement relating thereto.
In connection with the issuance of Preferred Securities, each U S WEST Trust
will issue one series of Common Securities. The Declaration of each U S WEST
Trust authorizes the Regular Trustees of such trust to issue on behalf of such U
S WEST Trust one series of Common Securities having such terms including
distributions, redemption, voting, liquidation rights or such restrictions as
shall be set forth therein. The terms of the Common Securities issued by a U S
WEST Trust will be substantially identical to the terms of the Preferred
Securities issued by such trust and the Common Securities will rank pari passu,
and payments will be made thereon pro rata, with the Preferred Securities except
that, upon an event of default under the Declaration, the rights of the holders
of the Common Securities to payment in respect of distributions and payments
upon liquidation, redemption and otherwise will be subordinated to the rights of
the holders of the Preferred Securities. Except in certain limited
circumstances, the Common Securities will also carry the right to vote to
appoint, remove or replace any of the U S WEST Trustees of a U S WEST Trust. All
of the Common Securities of a U S WEST Trust will be directly or indirectly
owned by U S WEST.
DESCRIPTION OF THE PREFERRED SECURITIES GUARANTEES
Set forth below is a summary of information concerning the Preferred
Securities Guarantees which will be executed and delivered by U S WEST for the
benefit of the holders from time to time of Preferred Securities. Each Preferred
Securities Guarantee will be qualified as an indenture under the Trust Indenture
Act. The First National Bank of Chicago will act as indenture trustee under each
Preferred Securities Guarantee (the "Preferred Guarantee Trustee"). The terms of
each Preferred Securities Guarantee will be those set forth in such Preferred
Securities Guarantee and those made part of such Preferred Securities Guarantee
by the Trust Indenture Act. The summary does not purport to be complete and is
subject in all respects to the provisions of, and is qualified in its entirety
by reference to, the form of Preferred Securities Guarantee, which is filed as
an exhibit to the Registration Statement of which this Prospectus forms a part,
and the Trust Indenture Act. Each Guarantee will be held by the Preferred
Guarantee Trustee for the benefit of the holders of the Preferred Securities of
the applicable U S WEST Trust.
GENERAL
Pursuant to each Preferred Securities Guarantee, U S WEST will irrevocably
and unconditionally agree, to the extent set forth therein, to pay in full, to
the holders of the Preferred Securities issued by a U S WEST Trust, the
Guarantee Payments (as defined herein) (except to the extent paid by such U S
WEST Trust), as and when due, regardless of any defense, right of set-off or
counterclaim which such U S WEST Trust may have or assert. The following
payments with respect to Preferred Securities issued by a U S WEST Trust, to the
extent not paid by such U S WEST Trust (the "Guarantee Payments"), will be
subject to the Preferred Securities Guarantee thereon (without duplication): (i)
any accrued and unpaid distributions which are required to be paid on such
Preferred Securities, to the extent such U S WEST Trust shall have funds
available therefor, (ii) the redemption price, including all accrued and unpaid
distributions (the "Redemption Price"), to the extent such U S WEST Trust has
funds available therefor with respect to any Preferred Securities called for
redemption by such U S WEST Trust and (iii) upon a voluntary or involuntary
dissolution, winding-up or termination of such U S WEST Trust (other than in
connection with the distribution of Subordinated Debt Securities to the holders
of Preferred Securities or the redemption of all of the Preferred Securities),
the lesser of (a) the aggregate of the liquidation amount and all accrued and
unpaid distributions on such Preferred Securities to the date of payment, to the
extent such U S WEST Trust has funds available therefor and (b) the amount of
assets of such U S WEST Trust remaining available for distribution to holders of
such Preferred Securities in liquidation of such U S WEST Trust. U S WEST's
obligation to make a Guarantee Payment may be satisfied by direct payment of the
required amounts by U S WEST to the holders of Preferred Securities or by
causing the applicable U S WEST Trust to pay such amounts to such holders.
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Each Preferred Securities Guarantee will be a full and unconditional
guarantee with respect to the Preferred Securities issued by the applicable U S
WEST Trust from the time of issuance of such Preferred Securities, but will not
apply to any payment of distributions except to the extent such U S WEST Trust
shall have funds available therefor. If Capital Funding does not make interest
payments on the Subordinated Debt Securities purchased by a U S WEST Trust and U
S WEST does not fulfill its obligations under the Debt Guarantee relating to
such Subordinated Debt Securities, such U S WEST Trust will not pay
distributions on the Preferred Securities issued by such U S WEST Trust and will
not have funds available therefor. See "Description of the Subordinated Debt
Securities and the Debt Guarantees -- Certain Covenants."
U S WEST has also agreed separately to irrevocably and unconditionally
guarantee the obligations of the U S WEST Trusts with respect to the Common
Securities (the "Common Securities Guarantees") to the same extent as the
Preferred Securities Guarantee, except that upon an event of default under the
Indenture, holders of Preferred Securities shall have priority over holders of
Common Securities with respect to distributions and payments on liquidation,
redemption or otherwise.
CERTAIN COVENANTS OF U S WEST
In each Preferred Securities Guarantee, U S WEST will covenant that, so long
as any Preferred Securities issued by the applicable U S WEST Trust remain
outstanding, if there shall have occurred any event that would constitute an
event of default under such Preferred Securities Guarantee or the Declaration of
such U S WEST Trust, then (a) U S WEST shall not (and shall cause Capital
Funding and, if it is not a wholly-owned subsidiary of U S WEST, U S WEST
Communications, Inc. not to) declare or pay any dividend on, make any
distributions with respect to, or redeem, purchase or make a liquidation payment
with respect to, any of its capital stock, and (b) U S WEST shall not (and shall
cause Capital Funding not to) make any payment of interest, principal or
premium, if any, on or repay, repurchase or redeem any debt securities
(including guarantees) issued by U S WEST or Capital Funding which rank pari
passu with or junior to such Subordinated Debt Securities.
MODIFICATION OF THE PREFERRED SECURITIES GUARANTEES; ASSIGNMENT
Except with respect to any changes which do not adversely affect the rights
of holders of Preferred Securities (in which case no vote will be required),
each Preferred Securities Guarantee may be amended only with the prior approval
of the holders of not less than 66 2/3% in liquidation amount of the outstanding
Preferred Securities issued by the applicable U S WEST Trust. The manner of
obtaining any such approval of holders of such Preferred Securities will be as
set forth in an accompanying Prospectus Supplement. All guarantees and
agreements contained in a Preferred Securities Guarantee shall bind the
successors, assigns, receivers, trustees and representatives of U S WEST and
shall inure to the benefit of the holders of the Preferred Securities of the
applicable U S WEST Trust then outstanding.
TERMINATION
Each Preferred Securities Guarantee will terminate as to the Preferred
Securities issued by the applicable U S WEST Trust upon full payment of the
Redemption Price of all Preferred Securities of such U S WEST Trust, upon
distribution of the Subordinated Debt Securities held by such U S WEST Trust to
the holders of the Preferred Securities of such U S WEST Trust or upon full
payment of the amounts payable in accordance with the Declaration of such U S
WEST Trust upon liquidation of such U S WEST Trust. Each Preferred Securities
Guarantee will continue to be effective or will be reinstated, as the case may
be, if at any time any holder of Preferred Securities issued by the applicable U
S WEST Trust must restore payment of any sums paid under such Preferred
Securities or such Preferred Securities Guarantee.
EVENTS OF DEFAULT
An event of default under a Preferred Securities Guarantee will occur upon
the failure of U S WEST to perform any of its payment or other obligations
thereunder.
The holders of a majority in liquidation amount of the Preferred Securities
relating to such Preferred Securities Guarantee have the right to direct the
time, method and place of conducting any proceeding for any remedy available to
the Preferred Guarantee Trustee in respect of the such Preferred Securities
Guarantee or to direct the exercise of any trust or power conferred upon the
Preferred Guarantee Trustee
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under such Preferred Securities Guarantee. If the Preferred Guarantee Trustee
fails to enforce such Preferred Securities Guarantee, any holder of Preferred
Securities relating to such Preferred Securities Guarantee may institute a legal
proceeding directly against U S WEST to enforce the Preferred Guarantee
Trustee's rights under such Preferred Securities Guarantee, without first
instituting a legal proceeding against U S WEST, the Preferred Guarantee Trustee
or any other person or entity.
STATUS OF THE PREFERRED SECURITIES GUARANTEES
The Preferred Securities Guarantees will constitute unsecured obligations of
U S WEST and will rank (i) subordinate and junior in right of payment to all
other liabilities of U S WEST, including the Debt Guarantees, (ii) PARI PASSU
with the most senior preferred or preference stock now or hereafter issued by U
S WEST and with any guarantee now or hereafter entered into by U S WEST in
respect of any preferred or preference stock of any affiliate of U S WEST and
(iii) senior to U S WEST's common stock. The terms of the Preferred Securities
provide that each holder of Preferred Securities issued by such U S WEST Trust
by acceptance thereof agrees to the subordination provisions and other terms of
the Preferred Securities Guarantee relating thereto.
The Preferred Securities Guarantees will constitute a guarantee of payment
and not of collection (that is, the guaranteed party may institute a legal
proceeding directly against the guarantor to enforce its rights under the
guarantee without instituting a legal proceeding against any other person or
entity).
INFORMATION CONCERNING THE PREFERRED GUARANTEE TRUSTEE
The Preferred Guarantee Trustee, prior to the occurrence of a default with
respect to a Preferred Securities Guarantee, undertakes to perform only such
duties as are specifically set forth in such Preferred Securities Guarantee and,
after default, shall exercise the same degree of care as a prudent individual
would exercise in the conduct of his or her own affairs. Subject to such
provisions, the Preferred Guarantee Trustee is under no obligation to exercise
any of the powers vested in it by a Preferred Securities Guarantee at the
request of any holder of Preferred Securities, unless offered reasonable
indemnity against the costs, expenses and liabilities which might be incurred
thereby.
U S WEST and certain of its affiliates maintain a deposit account and
banking relationship with the Preferred Guarantee Trustee. The Preferred
Guarantee Trustee serves as trustee under other indentures pursuant to which
unsecured debt securities of affiliates of U S WEST are outstanding.
GOVERNING LAW
The Preferred Securities Guarantees will be governed by and construed in
accordance with the internal laws of the State of New York.
DESCRIPTION OF THE SUBORDINATED DEBT SECURITIES AND THE DEBT GUARANTEES
Subordinated Debt Securities may be issued from time to time in one or more
series under an Indenture, dated as of September 6, 1995 among U S WEST, Capital
Funding and Norwest Bank Minnesota, National Association, as Trustee (the "Debt
Trustee"), as amended by a 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 terms of the Subordinated Debt
Securities will include those stated in the Indenture and those made part of the
Indenture by reference to the Trust Indenture Act. The following summary does
not purport to be complete and is subject in all respects to the provisions of,
and is qualified in its entirety by reference to, the Indenture, which is filed
as an exhibit to the Registration Statement of which this Prospectus forms a
part, and the Trust Indenture Act. Whenever particular provisions or defined
terms in the Indenture are referred to herein, such provisions or defined terms
are incorporated by reference herein. Section and Article references used herein
are references to provisions of the Indenture unless otherwise noted.
GENERAL
The Subordinated Debt Securities will be unsecured, subordinated obligations
of Capital Funding. The Indenture does not limit the aggregate principal amount
of Subordinated Debt Securities which may be issued thereunder and provides that
the Subordinated Debt Securities may be issued from time to time in
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one or more series. The Subordinated Debt Securities are issuable in one or more
series pursuant to an indenture supplemental to the Indenture or a resolution of
Capital Funding's Board of Directors or a special committee thereof (each, a
"Supplemental Indenture") (Section 2.01).
In the event Subordinated Debt Securities are issued to a U S WEST Trust or
a trustee of such trust in connection with the issuance of Trust Securities by
such U S WEST Trust, such Subordinated Debt Securities subsequently may be
distributed pro rata to the holders of such Trust Securities in connection with
the dissolution of such U S WEST Trust upon the occurrence of certain events
described in the Prospectus Supplement relating to such Trust Securities. Only
one series of Subordinated Debt Securities will be issued to a U S WEST Trust or
a trustee of such trust in connection with the issuance of Trust Securities by
such U S WEST Trust.
Reference is made to the Prospectus Supplement which will accompany this
Prospectus for the following terms of the series of Subordinated Debt Securities
being offered thereby: (i) the specific title of such Subordinated Debt
Securities; (ii) any limit on the aggregate principal amount of such
Subordinated Debt Securities; (iii) the date or dates on which the principal of
such Subordinated Debt Securities is payable and the right, if any, to extend
such date or dates; (iv) the rate or rates at which such Subordinated Debt
Securities will bear interest or the method of determination of such rate or
rates; (v) the date or dates from which such interest shall accrue, the interest
payment dates on which such interest will be payable or the manner of
determination of such interest payment dates and the record dates for the
determination of holders to whom interest is payable on any such interest
payment dates; (vi) the right, if any, to extend the interest payment periods
and the duration of such extension; (vii) the period or periods within which,
the price or prices at which, and the terms and conditions upon which, such
Subordinated Debt Securities may be redeemed, in whole or in part, at the option
of Capital Funding; (viii) the right and/or obligation, if any, of Capital
Funding to redeem or purchase such Subordinated Debt Securities pursuant to any
sinking fund or analogous provisions or at the option of the holder thereof and
the period or periods for which, the price or prices at which, and the terms and
conditions upon which, such Subordinated Debt Securities shall be redeemed or
purchased, in whole or part, pursuant to such right and/or obligation; (ix) the
terms of subordination; (x) the form of such Subordinated Debt Securities; (xi)
if other than denominations of $25 or any integral multiple thereof, the
denominations in which such Subordinated Debt Securities shall be issuable;
(xii) any and all other terms with respect to such series; and (xiii) whether
such Subordinated Debt Securities are issuable as a global security, and in such
case, the identity of the depositary. (Section 2.01).
The Indenture does not contain any provisions that afford holders of
Subordinated Debt Securities protection in the event of a highly leveraged
transaction involving U S WEST or Capital Funding.
DEBT GUARANTEES
The Indenture provides that U S WEST will fully and unconditionally
guarantee the due and punctual payment of the principal, premium, if any, and
interest on the Subordinated Debt Securities when and as the same shall become
due and payable, whether at maturity, upon redemption or otherwise. (Section
2.12) 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 Subordinated 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.
SUBORDINATION
The Subordinated Debt Securities will be subordinated and junior in right of
payment to certain other indebtedness of Capital Funding and the Debt Guarantees
will be subordinated and junior in right of payment to certain other
indebtedness of U S WEST to the extent set forth in the Prospectus Supplement
that will accompany this Prospectus.
CERTAIN COVENANTS
If Subordinated Debt Securities are issued to a U S WEST Trust or a trustee
of such trust in connection with the issuance of Trust Securities by such U S
WEST Trust and (i) there shall have occurred any event that
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would constitute an Event of Default or (ii) U S WEST shall be in default with
respect to its payment of any obligations under the related Preferred Securities
Guarantee or Common Securities Guarantee, then (a) U S WEST and Capital Funding
shall not (and, if it is not a wholly-owned subsidiary of U S WEST, U S WEST
shall cause U S WEST Communications, Inc. not to) declare or pay any dividend
on, make any distributions with respect to, or redeem, purchase or make a
liquidation payment with respect to, any of its capital stock, and (b) U S WEST
and Capital Funding shall not make any payment of interest, principal or
premium, if any, on or repay, repurchase or redeem any debt securities
(including guarantees) issued by U S WEST or Capital Funding which rank pari
passu with or junior to such Subordinated Debt Securities.
If Subordinated Debt Securities are issued to a U S WEST Trust or a trustee
of such trust in connection with the issuance of Trust Securities by such U S
WEST Trust and Capital Funding shall have given notice of its election to defer
payments of interest on such Subordinated Debt Securities by extending the
interest payment period as provided in the Indenture and such period, or any
extension thereof, shall be continuing, then (a) U S WEST and Capital Funding
shall not (and, if it is not a wholly-owned subsidiary of U S WEST, U S WEST
shall cause U S WEST Communications, Inc. not to) declare or pay any dividend
on, make any distributions with respect to, or redeem, purchase or make a
liquidation payment with respect to, any of its capital stock, and (b) U S WEST
and Capital Funding shall not make any payment of interest, principal or
premium, if any, on or repay, repurchase or redeem any debt securities
(including guarantees) issued by U S WEST or Capital Funding which rank pari
passu with or junior to such Subordinated Debt Securities.
In the event Subordinated Debt Securities are issued to a U S WEST Trust or
a trustee of such trust in connection with the issuance of Trust Securities of
such U S WEST Trust, for so long as such Trust Securities remain outstanding, U
S WEST will covenant (i) to directly or indirectly maintain 100% ownership of
the Common Securities of such U S WEST Trust; provided, however, that any
permitted successor of U S WEST under the Indenture may succeed to U S WEST's
ownership of such Common Securities, (ii) to use its reasonable efforts to cause
such U S WEST Trust (a) to remain a statutory business trust, except in
connection with the distribution of Subordinated Debt Securities to the holders
of Trust Securities in liquidation of such U S WEST Trust, the redemption of all
of the Trust Securities of such U S WEST Trust, or certain mergers,
consolidations or amalgamations, each as permitted by the Declaration of such U
S WEST Trust, and (b) to otherwise continue not to be classified as an
association taxable as a corporation or partnership for United States federal
income tax purposes and (iii) to use its reasonable efforts to cause each holder
of Trust Securities to be treated as owning an undivided beneficial interest in
the Subordinated Debt Securities. (Section 4.07).
FORM, EXCHANGE, REGISTRATION AND TRANSFER
Subordinated Debt Securities of each series will be issued in registered
form and in either certificated form or represented by one or more global
securities. If not represented by one or more global securities, Subordinated
Debt Securities may be presented for registration of transfer (with the form of
transfer endorsed thereon duly executed) or exchange, at the office of the
Debenture Registrar or at the office of any transfer agent designated by Capital
Funding for such purpose with respect to any series of Subordinated Debt
Securities and referred to in an applicable Prospectus Supplement, without
service charge and upon payment of any taxes and other governmental charges as
described in the Indenture. Such transfer or exchange will be effected upon the
Debenture Registrar or such transfer agent, as the case may be, being satisfied
with the documents of title and identity of the person making the request.
Capital Funding has appointed the Debt Trustee as Debenture Registrar with
respect to the Subordinated Debt Securities. (Section 2.05). If a Prospectus
Supplement refers to any transfer agents (in addition to the Debenture
Registrar) initially designated by Capital Funding with respect to any series of
Subordinated Debt Securities, Capital Funding may at any time rescind the
designation of any such transfer agent or approve a change in the location
through which any such transfer agent acts, except that Capital Funding will be
required to maintain a transfer agent in each Place of Payment for such series.
(Section 4.02). Capital Funding may at any time designate additional transfer
agents with respect to any series of Subordinated Debt Securities.
In the event of any redemption in part, Capital Funding shall not be
required to (i) issue, register the transfer of or exchange any Subordinated
Debt Securities during a period beginning at the opening of
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business 15 days before any selection for redemption of Subordinated Debt
Securities of like tenor and of the series of which such Subordinated Debt
Securities are a part, and ending at the close of business on the earliest date
on which the relevant notice of redemption is deemed to have been given to all
holders of Subordinated Debt Securities of like tenor and of such series to be
redeemed and (ii) register the transfer of or exchange any Subordinated Debt
Securities so selected for redemption, in whole or in part, except the
unredeemed portion of any Subordinated Debt Securities being redeemed in part.
(Section 2.05).
PAYMENT AND PAYING AGENTS
Unless otherwise indicated in an applicable Prospectus Supplement, payment
of principal of and premium (if any) on any Subordinated Debt Securities will be
made only against surrender to the Paying Agent of such Subordinated Debt
Securities. Unless otherwise indicated in an applicable Prospectus Supplement,
principal of and any premium and interest, if any, on Subordinated Debt
Securities will be payable, subject to any applicable laws and regulations, at
the office of such Paying Agent or Paying Agents as Capital Funding may
designate from time to time, except that at the option of Capital Funding
payment of any interest may be made by check mailed to the address of the person
entitled thereto as such address shall appear in the Debenture Register with
respect to such Subordinated Debt Securities. (Section 4.03). Unless otherwise
indicated in an applicable Prospectus Supplement, payment of interest on a
Subordinated Debt Security on any Interest Payment Date will be made to the
person in whose name such Subordinated Debt Security (or predecessor security)
is registered at the close of business on the Regular Record Date for such
interest payment. (Section 2.03).
Capital Funding will act as Paying Agent with respect to the Subordinated
Debt Securities. Capital Funding may at any time designate additional Paying
Agents or rescind the designation of any Paying Agents or approve a change in
the office through which any Paying Agent acts, except that Capital Funding will
be required to maintain a Paying Agent in each Place of Payment for each series
of the respective Subordinated Debt Securities. (Sections 4.02 and 4.03).
All moneys paid by Capital Funding to a Paying Agent for the payment of the
principal of or premium or interest, if any, on any Subordinated Debt Securities
of any series which remain unclaimed at the end of two years after such
principal, premium, if any, or interest shall have become due and payable will
be repaid to Capital Funding and the holder of such Subordinated Debt Securities
will thereafter look only to Capital Funding for payment thereof. (Section
11.05).
GLOBAL SECURITIES
If any Subordinated Debt Securities of a series are represented by one or
more global securities (each, a "Global Security"), the applicable Prospectus
Supplement will describe the circumstances, if any, under which beneficial
owners of interests in any such Global Security may exchange such interests for
Subordinated Debt Securities of such series and of like tenor and principal
amount in any authorized form and denomination. Principal of and any premium and
interest on a Global Security will be payable in the manner described in the
applicable Prospectus Supplement. (Section 2.11).
The specific terms of the depositary arrangement with respect to any portion
of a series of Subordinated Debt Securities to be represented by a Global
Security will be described in the applicable Prospectus Supplement.
MODIFICATION OF THE INDENTURE
The Indenture contains provisions permitting U S WEST, Capital Funding and
the Debt Trustee, with the consent of the holders of not less than a majority in
principal amount of the Subordinated Debt Securities of each series which are
affected by the modification, to modify the Indenture or any supplemental
indenture affecting that series or the rights of the holders of that series of
Subordinated Debt Securities; provided that no such modification may, without
the consent of the holder of each outstanding Subordinated Debt Security
affected thereby, (i) extend the fixed maturity of any Subordinated Debt
Securities of any series, or reduce the principal amount thereof, or reduce the
rate or extend the time of payment of interest thereon, or reduce any premium
payable upon the redemption thereof, without the consent of the holder of
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each Subordinated Debt Security so affected or (ii) reduce the percentage of
Subordinated Debt Securities, the holders of which are required to consent to
any such supplemental indenture, without the consent of the holders of each then
outstanding Subordinated Debt Security affected thereby. (Section 9.02).
In addition, U S WEST, Capital Funding and the Debt Trustee may execute,
without the consent of any holder of Subordinated Debt Securities, any
supplemental indenture for certain other usual purposes including the creation
of any new series of Subordinated Debt Securities. (Sections 2.01, 9.01 and
10.01).
EVENTS OF DEFAULT
The Indenture provides that any one or more of the following described
events which has occurred and is continuing constitutes an "Event of Default"
withrespect to each series of Subordinated Debt Securities:
(a) failure for 90 days to pay interest on the Subordinated Debt
Securities of that series, including any Additional Interest in respect
thereof, when due; provided, however, that a valid extension of the interest
payment period by Capital Funding shall not constitute a default in the
payment of interest for this purpose; or
(b) failure to pay principal or premium, if any, on the Subordinated
Debt Securities of that series when due whether at maturity, upon redemption
by declaration or otherwise, or to make any sinking fund payment with
respect to that series; provided, however, that a valid extension of the
maturity of such Subordinated Debt Securities shall not constitute a default
for this purpose; or
(c) failure to observe or perform any other covenant (other than those
specifically relating to another series) contained in the Indenture for 90
days after written notice to Capital Funding from the Debt Trustee or the
holders of at least 25% in principal amount of the outstanding Subordinated
Debt Securities of that series; or
(d) certain events in bankruptcy, insolvency or reorganization of U S
WEST or Capital Funding; or
(e) in the event Subordinated Debt Securities are issued to a U S WEST
Trust or a trustee of such trust in connection with the issuance of Trust
Securities by such U S WEST Trust, the voluntary or involuntary dissolution,
winding-up or termination of such U S WEST Trust, except in connection with
the distribution of Subordinated Debt Securities to the holders of Trust
Securities in liquidation of such U S WEST Trust, the redemption of all of
the Trust Securities of such U S WEST Trust, or certain mergers,
consolidations or amalgamations, each as permitted by the Declaration of
such U S WEST Trust. (Section 6.01).
The holders of a majority in aggregate outstanding principal amount of any
series of the Subordinated Debt Securities have the right to direct the time,
method and place of conducting any proceeding for any remedy available to the
Debt Trustee for that series. (Section 6.06). The Debt Trustee or the holders of
not less than 25% in aggregate outstanding principal amount of any particular
series of the Subordinated Debt Securities may declare the principal due and
payable immediately on default with respect to such series, but the holders of a
majority in aggregate outstanding principal amount of such series may annul such
declaration and waive the default with respect to such series if the default has
been cured and a sum sufficient to pay all matured installments of interest and
principal due otherwise than by acceleration and any applicable premium has been
deposited with the Debt Trustee. (Sections 6.01 and 6.06).
The holders of a majority in aggregate outstanding principal amount of any
series of the Subordinated Debt Securities affected thereby may, on behalf of
the holders of all the Subordinated Debt Securities of such series, waive any
past default, except (i) a default in the payment of principal, premium, if any,
or interest (unless such default has been cured and a sum sufficient to pay all
matured installments of interest and principal due otherwise than by
acceleration and any applicable premium has been deposited with the Debt
Trustee) or (ii) a default in the covenants described in the first or second
paragraph under "-- Certain Covenants." (Section 6.06).
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CONSOLIDATION, MERGER AND SALE
The Indenture does not contain any covenant which restricts the ability of U
S WEST or Capital Funding to merge or consolidate with or into any other
corporation, sell or convey all or substantially all of its assets to any
person, firm or corporation or otherwise engage in restructuring transactions.
(Section 10.01).
DEFEASANCE AND DISCHARGE
Under the terms of the Indenture, U S WEST and Capital Funding will be
discharged from any and all obligations in respect of the Subordinated Debt
Securities of any series (except in each case for certain obligations to
register the transfer or exchange of Subordinated Debt Securities, replace
stolen, lost or mutilated Subordinated Debt Securities, maintain paying agencies
and hold moneys for payment in trust) if Capital Funding deposits with the Debt
Trustee, in trust, moneys or Government Obligations, in an amount sufficient to
pay all the principal of, and interest on, the Subordinated Debt Securities of
such series on the dates such payments are due in accordance with the terms of
such Subordinated Debt Securities. (Sections 11.01 and 11.02).
GOVERNING LAW
The Indenture, the Subordinated Debt Securities and the Debt Guarantee will
be governed by, and construed in accordance with, the internal laws of the State
of New York. (Section 13.05).
INFORMATION CONCERNING THE DEBT TRUSTEE
The Debt Trustee, prior to default, undertakes to perform only such duties
as are specifically set forth in the Indenture and, after default, shall
exercise the same degree of care as a prudent individual would exercise in the
conduct of his or her own affairs. (Section 7.01). Subject to such provision,
the Debt Trustee is under no obligation to exercise any of the powers vested in
it by the Indenture at the request of any holder of Subordinated Debt
Securities, unless offered reasonable indemnity by such holder against the
costs, expenses and liabilities which might be incurred thereby. (Section 7.02).
The Debt Trustee is not required to expand or risk its own funds or otherwise
incur personal financial liability in the performance of its duties if the Debt
Trustee reasonably believes that repayment or adequate indemnity is not
reasonably assured to it. (Section 7.01).
U S WEST and certain of its affiliates, including Capital Funding, maintain
a deposit account and banking relationship with the Debt Trustee. The Debt
Trustee serves as trustee under other indentures pursuant to which unsecured
debt securities of U S WEST are outstanding.
MISCELLANEOUS
Capital Funding and U S WEST will have the right at all times to assign any
of their respective rights or obligations under the Indenture to a direct or
indirect wholly-owned subsidiary of U S WEST; provided that, in the event of any
such assignment, Capital Funding and U S WEST, as the case may be, will remain
liable for all of their respective obligations. Subject to the foregoing, the
Indenture will be binding upon and inure to the benefit of the parties thereto
and their respective successors and assigns. The Indenture provides that it may
not otherwise be assigned by the parties thereto. (Section 13.11).
PLAN OF DISTRIBUTION
Capital Funding may sell any series of Subordinated Debt Securities and the
U S WEST Trusts may sell the Preferred Securities being offered hereby in one or
more of the following ways from time to time: (i) to underwriters for resale to
the public or to institutional investors; (ii) directly to institutional
investors; or (iii) through agents to the public or to institutional investors.
The Prospectus Supplement with respect to any Offered Securities will set forth
the terms of the offering of such Offered Securities, including the name or
names of any underwriters or agents, the purchase price of such Offered
Securities and the proceeds to Capital Funding or the applicable U S WEST Trust,
as the case may be, from such sale, any underwriting discounts or agency fees
and other item's constituting underwriters' or agents' compensation, any initial
public offering price, any discounts or concessions allowed or reallowed or paid
to dealers and any securities exchanges on which such Offered Securities may be
listed.
14
<PAGE>
If underwriters are used in the sale, such Offered Securities will be
acquired by the underwriters for their own account and may be resold 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 Prospectus Supplement, the obligations of
the underwriters to purchase any series of Offered Securities will be subject to
certain conditions precedent and the underwriters will be obligated to purchase
all of such series of Offered Securities, if any are purchased.
Underwriters and agents may be entitled under agreements entered into with U
S WEST, Capital Funding and/or a U S WEST Trust to indemnification by U S WEST,
Capital Funding and/or such U S WEST Trust against certain civil liabilities,
including liabilities under the Securities Act, or to contribution with respect
to payments which the underwriters or agents may be required to make in respect
thereof. Underwriters and agents may be customers of, engage in transactions
with, or perform services for U S WEST and its affiliates in the ordinary course
of business.
Each series of Offered Securities will be a new issue of securities and will
have no established trading market. Any underwriters to whom Offered Securities
are sold by Capital Funding or by a U S WEST Trust for public offering and sale
may make a market in such Offered Securities, but such underwriters will not be
obligated to do so and may discontinue any market making at any time without
notice. The Offered Securities may or may not be listed on a national securities
exchange.
LEGAL OPINIONS
Certain matters of Delaware law relating to the validity of the Preferred
Securities will be passed upon for the U S WEST Trusts by Richards, Layton &
Finger, Wilmington, Delaware, special Delaware counsel to the U S WEST Trusts.
The validity of the Preferred Securities Guarantees, Subordinated Debt
Securities and Debt Guarantees will be passed upon by Stephen E. Brilz, Senior
Attorney of U S WEST. Certain matters as to United States federal income
taxation will also be passed upon by Weil, Gotshal & Manges, New York, New York.
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.
15
<PAGE>
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
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.
16
<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.................. $344,827.59
Rating Agency Fees............................................. 200,000.00
Blue Sky Fees and Expenses..................................... 20,000.00
Trustee's Expenses............................................. 30,000.00
Printing and Engraving Fees.................................... 150,000.00
Accounting Fees and Expenses................................... 30,000.00
Legal Fees and Expenses........................................ 150,000.00
Miscellaneous.................................................. 5,172.41
----------
Total...................................................... $930,000.00
----------
----------
</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. Sections 7-109-101
through 7-109-110 of the Colorado Business Corporation Act (the "CBCA") specify
the circumstances under which a corporation may indemnify its directors,
officers, employees, fiduciaries or agents. For acts done in a person's
"official capacity," the CBCA 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 CBCA 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 can be made, except
that in a proceeding by or in the right of the corporation, indemnification for
reasonable expenses incurred in connection with such proceeding is permitted.
Indemnification is mandatory when any director or officer is wholly successful,
on the merits or otherwise, in defending any civil or criminal proceeding.
The Declaration of each U S WEST Trust provides that no Regular Trustee,
affiliate of any Regular Trustee, or any officers, directors, shareholders,
members, partners, employees, representatives or agents of any Regular Trustee,
or any employee or agent of such U S WEST Trust or its affiliates (each an
"Indemnified Person") shall be liable, responsible or accountable in damages or
otherwise to such U S WEST Trust or any employee or agent of the trust or its
affiliates for any loss, damage or claim incurred by reason of any act
II-1
<PAGE>
or omission performed or omitted by such Indemnified Person in good faith on
behalf of such U S WEST Trust and in a manner such Indemnified Person reasonably
believed to be within the scope of the authority conferred on such Indemnified
Person by such Declaration or by law, except that an Indemnified Person shall be
liable for any such loss, damage or claim incurred by reason of such Indemnified
Person's gross negligence or willful misconduct with respect to such acts or
omission. The Declaration of each U S WEST Trust also provides that to the
fullest extent permitted by applicable law, U S WEST shall indemnify and hold
harmless each Indemnified Person from and against any loss, damage or claim
incurred by such Indemnified Person by reason of any act or omission performed
or omitted by such Indemnified Person in good faith on behalf of such U S WEST
Trust and in a manner such Indemnified Person reasonably believed to be within
the scope of authority conferred on such Indemnified Person by such Declaration,
except that no Indemnified Person shall be entitled to be indemnified in respect
of any loss, damage or claim incurred by such Indemnified Person by reason of
gross negligence or willful misconduct with respect to such act or omissions.
The Declaration of each U S WEST Trust further provides that, to the fullest
extent permitted by applicable law, expenses (including legal fees) incurred by
an Indemnified Person in defending any claim, demand, action, suit or proceeding
shall, from time to time, be advanced by U S WEST prior to the final disposition
of such claim, demand, action, suit or proceeding upon receipt by of an
undertaking by or on behalf of the Indemnified Person to repay such amount if it
shall be determined that the Indemnified Person is not entitled to be
indemnified for the underlying cause of action as authorized by such
Declaration.
The directors and officers of Capital Funding and U S WEST and the Regular
Trustees are covered by insurance policies indemnifying against certain
liabilities, including certain liabilities arising under the Securities Act,
which might be incurred by them in such capacities and against which they cannot
be indemnified by Capital Funding, U S WEST or the U S WEST Trusts.
Any agents, dealers or underwriters who execute any of the agreements filed
as Exhibit 1 to this registration statement will agree to indemnify Capital
Funding's and U S WEST's directors and officers and the U S WEST Trustees who
signed the registration statement against certain liabilities which might arise
under the Securities Act with respect to information furnished to Capital
Funding and U S WEST or any of the U S WEST Trusts 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>
<S> <C> <C>
*1 - Form of Underwriting Agreement for offering of Preferred
Securities.
*4-A - Certificate of Trust of U S WEST Financing I.
*4-B - Certificate of Trust of U S WEST Financing II.
*4-C - Certificate of Trust of U S WEST Financing III.
*4-D - Form of Amended and Restated Declaration of Trust.
*4-E - Form of Indenture among U S WEST, Inc., U S WEST Capital Funding,
Inc. and Norwest Bank Minnesota, National Association, as
Trustee.
*4-F - Form of Supplemental Indenture to Indenture to be used in
connection with the issuance of Subordinated Debt Securities and
Preferred Securities.
*4-G - Form of Preferred Security (included in 4-D above).
*4-H - Form of Subordinated Debt Security and Debt Guarantee (included
in 4-F above).
*4-I - Form of Preferred Securities Guarantee.
4-J - Form of Second Supplemental Indenture relating to the assumption
by U S WEST of the obligations of U S WEST Colorado under the
Indenture.
5-A - Opinion of Stephen E. Brilz, Esq.
*5-B - Opinions of Richards, Layton & Finger.
*8 - Opinion of Weil, Gotshal & Manges.
(12) - Computation of Ratio of Earnings to Fixed Charges of U S WEST,
Inc. (Exhibit 12 to Form 10-Q for the three months ending June
30, 1995 and Exhibit 12 to Form 10-K for the year ending
December 31, 1994, File No. 1-8611).
</TABLE>
II-2
<PAGE>
<TABLE>
<S> <C> <C>
23-A - Consents of Coopers & Lybrand, L.L.P.
*23-B - Consent of Weil, Gotshal & Manges is contained in the opinions of
counsel filed as Exhibit 8.
*23-C - Consent of Richards, Layton & Finger is contained in the opinion
of counsel filed as Exhibit 5-B.
23-D - Consent of Stephen E. Brilz, Esq. is contained in the opinion of
counsel filed as Exhibit 5-A.
23-E - Consent of Ernst & Young, LLP.
23-F - Consent of Arthur Andersen LLP.
23-G - Consents of KPMG Peat Marwick LLP.
*24. - Powers of Attorney (the powers of attorney for the U S WEST
Trustees of U S WEST Financing I, U S WEST Financing II and U S
WEST Financing III are included in Exhibits 4-A, 4-B and 4-C,
respectively).
*25-A - Statement of Eligibility under the Trust Indenture Act of 1939,
as amended, of Norwest Bank Minnesota, National Association, as
Trustee under the Indenture.
*25-B - Statement of Eligibility under the Trust Indenture Act of 1939,
as amended, of the First National Bank of Chicago, as Trustee
under the Amended and Restated Declaration of Trust of U S WEST
Financing I and the Preferred Securities Guarantee of U S WEST,
Inc. for the benefit of the holders of Preferred Securities of U
S WEST Financing I.
*25-C - Statement of Eligibility under the Trust Indenture Act of 1939,
as amended, of the First National Bank of Chicago, as Trustee
under the Amended and Restated Declaration of Trust of U S WEST
Financing II and the Preferred Securities Guarantee of U S WEST,
Inc. for the benefit of the holders of Preferred Securities of U
S WEST Financing II.
*25-D - Statement of Eligibility under the Trust Indenture Act of 1939,
as amended, of the First National Bank of Chicago, as Trustee
under the Amended and Restated Declaration of Trust of U S WEST
Financing III and the Preferred Securities Guarantee of U S
WEST, Inc. for the benefit of the holders of Preferred
Securities of U S WEST Financing III.
<FN>
- ------------------------
* Filed previously.
</TABLE>
ITEM 17. UNDERTAKINGS.
The Registrants 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 the
Registrants pursuant to the provisions referred to in Item 15 (other than the
insurance policies referred to therein), or otherwise, the Registrants have 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 Registrants of expenses incurred
or paid by a director, officer or controlling person of the Registrants 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 Registrants 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.
II-3
<PAGE>
The Registrants 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.
The Registrants 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-4
<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-5
<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 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 directors and officers of U S WEST Capital Funding, Inc. in the
capacities and on the date indicated.
PRINCIPAL EXECUTIVE OFFICER:
JAMES T. ANDERSON* President
PRINCIPAL FINANCIAL OFFICER:
Vice President and
CHARLES J. BURDICK* Treasurer
PRINCIPAL ACCOUNTING OFFICER:
Vice President and
JAMES R. TAUCHER* Controller
DIRECTORS:
JAMES T. ANDERSON*
*By /s/ STEPHEN E. BRILZ
- -----------------------------------
Stephen E. Brilz
Attorney-in-Fact
Dated: October 31, 1995
II-6
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, U S WEST
FINANCING I, U S WEST FINANCING II AND U S WEST FINANCING III CERTIFY THAT THEY
HAVE 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 THEIR 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 Financing I
By /s/ JAMES T. ANDERSON
------------------------------------
James T. Anderson, Trustee
By /s/ CHARLES J. BURDICK
------------------------------------
Charles J. Burdick, Trustee
By /s/ ROGER FOX
------------------------------------
Roger Fox, Trustee
U S WEST Financing II
By /s/ JAMES T. ANDERSON
------------------------------------
James T. Anderson, Trustee
By /s/ CHARLES J. BURDICK
------------------------------------
Charles J. Burdick, Trustee
By /s/ ROGER FOX
------------------------------------
Roger Fox, Trustee
U S WEST Financing III
By /s/ JAMES T. ANDERSON
------------------------------------
James T. Anderson, Trustee
By /s/ CHARLES J. BURDICK
------------------------------------
Charles J. Burdick, Trustee
By /s/ ROGER FOX
------------------------------------
Roger Fox, Trustee
II-7
<PAGE>
SECOND SUPPLEMENTAL INDENTURE
SECOND SUPPLEMENTAL INDENTURE, dated as of
November 1, 1995 (this "Second Supplemental Indenture"),
between U S WEST, Inc., a Delaware corporation ("U S WEST"),
and Norwest Bank Minnesota, National Association, as Trustee
(the "Trustee").
W I T N E S S E T H:
WHEREAS, U S WEST, Inc., a Colorado corporation
("U S WEST Colorado"), U S WEST Capital Funding, Inc., a
Colorado corporation ("Capital Funding"), and the Trustee
executed and delivered an Indenture, dated as of September
6, 1995, as amended by a First Supplemental Indenture, dated
as of September 6, 1995 (as amended, the "Indenture"), to
provide for the issuance from time to time of unsecured
subordinated 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 10.01 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 Second Supplemental Indenture
pursuant to Section 9.01 of the Indenture, and all
requirements necessary to make this Second Supplemental
Indenture a valid instrument in accordance with its terms
have been performed and the execution and delivery of this
Second 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 10.01 of the
Indenture, U S WEST hereby assumes (i) the obligations of
U S WEST Colorado under the Guarantees and (ii) the due and
punctual performance and observance of all the covenants and
conditions to be kept or performed by U S WEST pursuant to
the terms of the Indenture or any indenture supplemental
thereto.
SECTION 1.02. DISCHARGE OF OBLIGATIONS. In
accordance with the provisions of Section 10.01 of the
Indenture, U S WEST Colorado is hereby relieved of all
obligations and covenants under the Indenture and the
Guarantees.
ARTICLE II
MISCELLANEOUS
SECTION 2.01. CONFIRMATION OF INDENTURE. The
Indenture, as supplemented and amended by this Second
Supplemental Indenture, is in all respects ratified and
confirmed, and the Indenture, this Second 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 Second Supplemental Indenture other than as
set forth in the Indenture.
SECTION 2.03. GOVERNING LAW. This Second
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 Second 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 Second Supplemental Indenture, but this
Second Supplemental Indenture shall be construed as if such
2
<PAGE>
invalid, illegal or unenforceable provision had never been
contained herein.
SECTION 2.05. COUNTERPARTS. This Second
Supplemental Indenture may be executed in any number of
counterparts each of which shall be an original, but such
counterparts shall together constitute but one and the same
instrument.
IN WITNESS WHEREOF, the parties hereto have caused
this Second Supplemental Indenture to be duly executed, and
their respective corporate seals to be hereunto affixed and
attested, as of the day and year first above written.
U S WEST, INC.
By:_________________________
Name:
Title:
Attest:
By:_________________________
Name:
Title:
NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION
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 NORWEST BANK MINNESOTA, one of the
corporations described in and which executed the above
instrument; that he knows the corporate seal of said
corporation; that the seal affixed to the said instrument is
such corporation seal; that it was so affixed by authority
of the Board of Directors of said corporation, and that he
signed his name thereto by like authority.
_________________________
NOTARY PUBLIC
[seal] Commission expires
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 Securities
I have examined Post-Effective Amendment No. 1 to
the Registration Statement on Form S-3 (File No. 33-57889)
filed contemporaneously herewith (the "Registration
Statement") by U S WEST, Inc., a Delaware corporation ("U S
WEST"), U S WEST Capital Funding, Inc., a Colorado
corporation ("Capital Funding"), and U S WEST Financing I,
U S WEST Financing II and U S WEST Financing III, each a
Delaware business trust (the "Trusts"), relating to the
registration under the Securities Act of 1933, as amended
(the "Securities Act"), of preferred securities of the
Trusts (the "Preferred Securities") and subordinated debt
securities of Capital Funding (the "Subordinated Debt
Securities"). The Subordinated Debt Securities will be
fully and unconditionally guaranteed by U S WEST (the "Debt
Guarantees"). The Subordinated Debt Securities and the Debt
Guarantee will be issued in accordance with the provisions
of an indenture among U S WEST, Inc., a Colorado
corporation, Capital Funding and Norwest Bank Minnesota,
National Association, as trustee (the "Trustee"), as amended
by a First Supplemental Indenture between U S WEST and the
Trustee (as amended, the "Indenture"). The Preferred
Securities will be guaranteed by U S WEST in the manner and
to the extent set forth in a Guarantee Agreement (the
"Preferred Securities Guarantees").
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
and such other documents, certificates and matters of fact
<PAGE>
as I have deemed necessary for purposes of this opinion. I
am familiar with the proceedings taken and proposed to be
taken by U S WEST and Capital Funding in connection with the
proposed authorization, issue and sale of the Preferred
Securities, Preferred Securities Guarantees, Subordinated
Debt Securities and Debt Guarantees.
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 Preferred
Securities Guarantees, Subordinated Debt Securities or Debt
Guarantees under New York law, upon which opinion I will
rely, at such time as such securities are issued in
connection with the Registration Statement.
Based upon the foregoing, and in reliance thereon,
it is my opinion that:
1. Subject to the receipt of payment for the
Subordinated Debt Securities and subject to the terms of the
Subordinated Debt Securities being otherwise in compliance
with then applicable law, when the Subordinated 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 Capital Funding, 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 articles
of incorporation and bylaws of Capital Funding and the
Indenture, the Subordinated Debt Securities will constitute
legally issued and binding obligations of 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.
2. Subject to the receipt of payment for the
Preferred Securities Guarantees and subject to the terms of
the Preferred Securities Guarantees being otherwise in
compliance with then applicable law, when the Preferred
Securities Guarantees have been duly authorized, executed
and delivered in accordance with the terms of the
resolutions of the Board of Directors of U S WEST, and any
legally required consents, approvals, authorizations, and
2
<PAGE>
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 Preferred Securities Guarantees will
constitute legally issued and binding obligations of U S
WEST, 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.
3. Subject to the receipt of payment for the Debt
Guarantees and subject to the terms of the Debt Guarantees
being otherwise in compliance with then applicable law, when
the Debt Guarantees have been duly authorized, executed and
delivered in accordance with the terms of the resolutions of
the Board of Directors of U S WEST, 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 and the
Indenture, the Debt Guarantees will constitute legally
issued and binding obligations of U S WEST, 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
3
<PAGE>
EXHIBIT 23A
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. 33-57889)
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 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."
Coopers & Lyband 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. 33-57889) 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. 33-57889) 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 Statemet of U S WEST,
Inc. on Form S-3 (File No. 33-57889) 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."
Coopers & Lybrand L.L.P.
Denver Colorado,
October 27, 1995
<PAGE>
EXHIBIT 23E
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. 33-57889 on
Form S-3 and related Prospectus of U S West, Inc., U S West Capital Funding,
Inc., U S West Financing I, U S West Financing II and U S West Financing III,
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>
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 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. 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, 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. 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
