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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or (g) of the
Securities Exchange Act of 1934
U S WEST, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 84-0926774
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
7800 EAST ORCHARD ROAD 80111
ENGLEWOOD, COLORADO (zip code)
(Address of principal executive offices)
If this Form relates to the registration If this Form relates to the
of a class of debt securities and is registration of a class of
effective upon filing pursuant to General debt securities and is to become
Instruction A(c)(1) please check the effective simultaneously with the
following box. / / effectiveness of a concurrent
registration statement under the
Securities Act of 1933 pursuant
to General Instruction A(c)(2)
please check the following box. / /
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH
TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED
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SERIES D CONVERTIBLE NEW YORK STOCK EXCHANGE
PREFERRED STOCK, $1.00 PAR VALUE
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
None
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(TITLE OF CLASS)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
A description of the Series D Convertible Preferred Stock, par value
$1.00 per share, of the Registrant is contained under the caption "Description
of U S WEST Capital Stock -- General" and "--Series D Preferred Stock" in the
Registrant's Registration Statement on Form S-4 (File No. 333-13901), filed with
the Securities and Exchange Commission on October 10, 1996, and is incorporated
herein by reference.
ITEM 2. EXHIBITS.
EXHIBIT NUMBER DESCRIPTION
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1 - Restated Certificate of Incorporation of U S WEST,
Inc. (incorporated by reference to Exhibit 3-A to
the Registrant's Registration Statement on Form
S-4, File No. 33-59315)
2 - Bylaws of U S WEST, Inc. (incorporated by
reference to Exhibit 3.(ii) to the Registrant's
Quarterly Report on Form 10-Q for the quarter
ended June 30, 1996, File No. 1-8611)
3 - Amended and Restated Rights Agreement, dated as of
October 31, 1995, between U S WEST, Inc. and State
Street Bank and Trust Company, as Rights Agent
(incorporated by reference to Exhibit 4-A to the
Registrant's Registration Statement on Form S-4,
File No. 33-59315)
4 - Form of Certificate of Designation of the Series D
Convertible Preferred Stock, par value $1.00 per
share, of U S WEST, Inc. (incorporated by
reference to Exhibit C to Exhibit 10 to the
Registrant's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1996, File No. 1-8611)
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
Dated: November 6, 1996
U S WEST, INC.
By: /s/ Stephen E. Brilz
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Name: Stephen E. Brilz, Esq.
Title: Assistant Secretary
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