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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
October 15, 1996
U S WEST, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 1-8611 84-0926774
(State or Other (Commission (I.R.S. Employer
Jurisdiction File Number) Identification Number)
of Incorporation)
7800 EAST ORCHARD ROAD
ENGLEWOOD, COLORADO 80111
(Address of principal executive offices) (zip code)
(303) 793-6500
(Registrant's telephone number, including area code)
NOT APPLICABLE
(Former name or former address, if changed since last report)
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Businesses Acquired
The consolidated financial statements of Continental Cablevision, Inc.
and subsidiaries as of December 31, 1994 and 1995 and June 30, 1996
and for the years ended December 31, 1993, 1994 and 1995 and the
six months ended June 30, 1995 and 1996 are filed as Exhibit 99A.
(b) Unaudited Pro Forma Condensed Combined Financial Statements
The unaudited pro forma condensed combined financial statements of U S
WEST, Inc. as of June 30, 1996 and for the year ended December 31,
1995 and the six months ended June 30, 1996 are filed as Exhibit 99B.
(c) Exhibits
23A. Consent of Deloitte & Touche LLP.
99A. Consolidated financial statements of Continental Cablevision,
Inc. and subsidiaries as of December 31, 1994 and 1995 and June
30, 1996 and for the years ended December 31, 1993, 1994 and 1995
and the six months ended June 30, 1995 and 1996 (incorporated by
reference to pages F-3 to F-25 of the Proxy Statement/Prospectus
included in U S WEST's Registration Statement on Form S-4, File
No. 333-13901 (the "Proxy Statement/Prospectus")).
99B. Unaudited pro forma condensed combined financial statements of
U S WEST, Inc. as of June 30, 1996 and for the year ended
December 31, 1995 and the six months ended June 30, 1996
(incorporated by reference to pages 80 to 90 of the Proxy
Statement/Prospectus).
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
U S WEST, Inc.
By: /s/ Stephen E. Brilz
-------------------------------
Stephen E. Brilz
Assistant Secretary
Dated: October 15, 1996
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EXHIBIT INDEX
Pursuant to Item 601 of Regulation S-K
Sequentially
Exhibit No. Description of Exhibit Numbered
- - ----------- ---------------------- ------------
23A. Consent of Deloitte & Touche LLP
99A. Consolidated financial statements *
of Continental Cablevision, Inc.
and subsidiaries as of December 31,
1994 and 1995 and June 30, 1996 and
for the years ended December 31,
1993, 1994 and 1995 and the six
months ended June 30, 1995 and 1996
99B. Unaudited pro forma condensed *
combined financial statements of
U S WEST, Inc. as of June 30, 1996
and for the year ended December 31,
1995 and the six months ended June
30, 1996
* Incorporated by Reference
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EXHIBIT 23A
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference of our report, dated
February 14, 1996 (which includes an explanatory paragraph related to changes
in accounting for income taxes and investments in 1993 and 1994, respectively),
with respect to the consolidated financial statements of Continental
Cablevision, Inc. and subsidiaries appearing in the Registration Statement on
Form S-4 of U S WEST, Inc. (which includes the proxy statement of Continental
Cablevision, Inc. related to the proposed merger of Continental Cablevision,
Inc. into U S WEST, Inc. or a subsidiary of U S WEST, Inc.), which report has
been incorporated by reference in this Current Report on Form 8-K of U S WEST,
Inc., in each of the following:
1. Post-Effective Amendment No. 1 to U S WEST, Inc.'s Registration
Statement on Form S-3, File Nos. 33-50047 and 33-50047-01.
2. Post-Effective Amendment No. 1 to Registration Statement of
U S WEST, Inc. on Form S-3, File Nos. 33-50049 and 33-50049-01.
3. Post-Effective Amendment No. 1 to Registration Statement of
U S WEST, Inc. on Form S-3, File Nos. 33-57889, 33-57889-01,
33-57889-02, 33-57889-03 and 33-57889-04.
4. Post-Effective Amendment No. 3 to Registration Statement of U S WEST,
Inc. on Form S-3, File No. 33-62451.
5. Registration Statement of U S WEST, Inc. on Form S-3, File No.
33-63087.
6. Registration Statements of U S WEST, Inc. on Form S-8, File Nos.
33-63089, 33-63093, 33-63085, 33-63091 and 333-01931.
We also consent to all references to our firm under the heading "Experts" in
each of the Registration Statements listed above.
DELOITTE & TOUCHE LLP
Boston, Massachusetts
October 8, 1996
