SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
INFORMATION STATEMENT PURSUANT TO RULES 13D-1 AND 13D-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
CARNEGIE GROUP, INC.
(NAME OF ISSUER)
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COMMON STOCK, PER VALUE $.01 PER
SHARE 143497 10 5
(TITLE OF CLASS OF SECURITIES) (CUSIP NUMBER FOR AMERICAN DEPOSITORY SHARES
REPRESENTING 10 ORDINARY SHARES)
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Check the following box if a fee is being paid with the statement [X].
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7.)
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(Page 1 of 11 Pages)
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CUSIP No. 143497 10 5 13G Page 2 of 11
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1 NAME OF REPORTING PERSON: U S WEST, INC.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (A) [X]
(B) [_]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION: DELAWARE
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NUMBER OF 5 SOLE VOTING POWER: 400,000
SHARES
BENEFICIALLY 6 SHARED VOTING POWER: 0
OWNED BY
EACH 7 SOLE DISPOSITIVE POWER: 400,000
REPORTING
PERSON WITH 8 SHARED DISPOSITIVE POWER: 0
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 400,000
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES: [_]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 6.46
12 TYPE OF REPORTING PERSON: CO
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CUSIP No. 143497 10 5 13G Page 3 of 11
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1 NAME OF REPORTING PERSON: U S WEST COMMUNICATIONS GROUP, INC.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (A) [X]
(B) [_]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION: COLORADO
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NUMBER OF 5 SOLE VOTING POWER: 400,000
SHARES
BENEFICIALLY 6 SHARED VOTING POWER: 0
OWNED BY
EACH 7 SOLE DISPOSITIVE POWER: 400,000
REPORTING
PERSON WITH 8 SHARED DISPOSITIVE POWER: 0
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 400,000
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES: [_]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 6.46
12 TYPE OF REPORTING PERSON: CO
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CUSIP No. 143497 10 5 13G Page 4 of 11
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1 NAME OF REPORTING PERSON: U S WEST COMMUNICATIONS, INC.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (A) [X]
(B) [_]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION: COLORADO
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NUMBER OF 5 SOLE VOTING POWER: 400,000
SHARES
BENEFICIALLY 6 SHARED VOTING POWER: 0
OWNED BY
EACH 7 SOLE DISPOSITIVE POWER: 400,000
REPORTING
PERSON WITH 8 SHARED DISPOSITIVE POWER: 0
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 400,000
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES: [_]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 6.46
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12 TYPE OF REPORTING PERSON: CO
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ITEM 1.
(a) Name of Issuer: Carnegie Group, Inc. (the "Issuer")
(b) Address of Issuer's Principal Executive Offices:
5 PPG Place
Pittsburgh, PA 15222
ITEM 2.
This statement is filed on behalf of U S WEST, Inc., a Delaware
corporation ("USW"),U S WEST Communications Group, Inc., a Colorado
corporation ("USWCG"), and U S WEST Communications, Inc., a Colorado
corporation ("USWC", and together with USW and USWCG, the "Group"). The
Agreement among the Group that this statement be filed on behalf of each of
them is attached hereto as Exhibit A.
1.(a) Name of Person(s) Filing: U S WEST, Inc.
(b) Address of Principal Business Office or, if none, Residence:
7800 East Orchard Road
Englewood, CO 80111-2526
(c) Citizenship: Delaware
(d) Title of Class of Securities: Common Stock, per value $.01 per
share
(e) CUSIP Number: 143497 10 5
2.(a) Name of Person(s) Filing: U S WEST Communications Group, Inc.
(b) Address of Principal Business Office or, if none, Residence:
1801 California Street
Denver, CO 80202
(c) Citizenship: Colorado
(d) Title of Class of Securities: Common Stock, per value $.01 per
share
(e) CUSIP Number: 143497 10 5
3.(a) Name of Person(s) Filing: U S WEST Communications, Inc.
(b) Address of Principal Business Office or, if none, Residence:
1801 California Street
Denver, CO 80202
(c) Citizenship: Colorado
(d) Title of Class of Securities: Common Stock, per value $.01 per
share
(e) CUSIP Number: 143497 10 5
ITEM 3. If this statement is filed pursuant to Rules 13d-1(b),
or 13d-2(b), check whether the person filing is a ...
Not Applicable
ITEM 4. Ownership
The responses of the Group to items 5,6,7,8,9 and 11 of the
Cover Sheets, which relate to the beneficial ownership of the Common Stock,
per value $.01 per share, are incorporated by reference herein. The Issuer
has informed the Group that there were 6,196,000 shares of Common Stock
outstanding as of February 9, 1996. The percentages included in item 11 of
the Cover Sheets are based upon such numbers of outstanding shares.
1. USWC is the direct owner of 400,000 shares of Common Stock.
2. By virtue of its ownership of all of the outstanding shares
of USWC, USWCG is deemed to be, for purposes of this Schedule 13G, the
beneficial owner of all the Common Stock directly or beneficially owned by
USWC.
3. By virtue of its ownership of all of the outstanding shares
of USWCG, USW is deemed to be, for purposes of this Schedule 13G, the
beneficial owner of all the Common Stock beneficially owned by USWCG.
ITEM 5. Ownership of Five Percent or Less of a Class
Not Applicable
ITEM 6. Ownership of More than Five Percent on Behalf of
Another Person
Not Applicable
ITEM 7. Identification and Classification of the Subsidiary
which Acquired the Security Being Reported on By the Parent Holding Company
Not Applicable
ITEM 8. Identification and Classification of Members of the
Group.
This Statement on Schedule 13G is being filed pursuant to Rule
13d-1(c) under the Securities Exchange Act of 1934, as amended. The members
of the Group are USW, USWCG and USWC.
ITEM 9. Notice of Dissolution of Group
Not Applicable
ITEM 10. Certification
Not applicable.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this state-ment is true, complete
and correct.
Dated: February 14, 1996
U S WEST, INC.
/S/ STEPHEN E. BRILZ
By__________________________________
Name: Stephen E. Brilz
Title: Assistant Secretary
U S WEST COMMUNICATIONS GROUP, INC.
/S/ STEPHEN E. BRILZ
By_____________________________________
Name: Stephen E. Brilz
Title: Assistant Secretary
U S WEST COMMUNICATIONS, INC.,
/S/ STEPHEN E. BRILZ
By_____________________________________
Name: Stephen E. Brilz
Title: Assistant Secretary
Exhibit Index
Exhibit Description
A Agreement among U S WEST, Inc., U S WEST Communications Group, Inc., U S
WEST Communications, Inc., to file a joint statement on Schedule 13G
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EXHIBIT A
AGREEMENT
This will confirm the agreement by and among the undersigned that the
Statement on Schedule 13G filed on or about this date with respect to the
beneficial ownership of the undersigned of Common Stock, per value $.01 per
share, of Carnegie Group, Inc. is being filed on behalf of each of U S WEST,
Inc., a Delaware corporation ("USW"), U S WEST Communications Group, Inc., a
Colorado corporation and wholly-owned subsidiary of USW ("USWCG"), and U S
WEST Communications, Inc., a Colorado corporation and wholly-owned subsidiary
of USWCG.
Dated: February 13, 1996
U S WEST, INC.
/S/ STEPHEN E. BRILZ
By_________________________________
Name: Stephen E. Brilz
Title: Assistant Secretary
U S WEST COMMUNICATIONS GROUP, INC.
/S/ STEPHEN E. BRILZ
By_________________________________
Name: Stephen E. Brilz
Title: Assistant Secretary
U S WEST COMMUNICATIONS, INC,
/S/ STEPHEN E. BRILZ
By_________________________________
Name: Stephen E. Brilz
Title: Assistant Secretary
