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8K10796.DOC
UNITED STATES
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 7, 1996
U S WEST, Inc.
(Exact name of registrant as specified in its charter)
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A Delaware Corporation Commission File IRS Employer Identification
(State of incorporation) Number 1-8611 No. 84-0926774
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7800 East Orchard Road, Englewood, Colorado 80111
(Address of principal executive offices)
Telephone Number (303) 793-6500
(Registrant's telephone number, including area code)
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Item 5. Other Events
U S WEST, Inc. issued a press release regarding the closing date for the
merger of U S WEST Media Group and Continental Cablevision in the form
attached hereto as Exhibit 99.
Item 7. Exhibits
Exhibit Description
99 Press Release issued October 7, 1996 entitled "U S WEST Media Group and
Continental Cablevision Near Closing Date for Merger."
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.
/s/ STEPHEN E. BRILZ
By:___________________________
Stephen E. Brilz
Assistant Secretary
Dated: October 7, 1996
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EXHIBIT 99
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Release Date: October 7, 1996
Contacts: Steve Lang Rob Stoddard
U S WEST Continental Cablevision
303-793-6290 617-854-3138
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U S WEST MEDIA GROUP AND CONTINENTAL CABLEVISION
NEAR CLOSING DATE FOR MERGER
- Companies agree to price of U S WEST shares to be used -
U S WEST Media Group (NYSE: UMG) and Continental Cablevision have
resolved remaining financial issues and expect to close their merger by the
end of November, the companies said today.
The two companies have agreed that each share of U S WEST Media Group
stock used in the transaction will be valued by Continental at $21. The deal
remains the same in all other significant respects.
"We're pleased to get on with this merger," said Richard McCormick,
chairman and CEO of U S WEST, Inc. "It's an important step in our strategy to
become a world leader in the delivery of integrated information, entertainment
and communications services."
Amos B. Hostetter, Jr., chairman and CEO of Continental, said, "This
merger is clearly the right thing for our business and now is the time to do
it. The combined resources of Media Group and Continental will create a
powerhouse in the emerging communications, entertainment and information
markets. We're prepared to proceed with the $21 price because, in our view,
the stock is currently undervalued by the market."
Chuck Lillis, president and CEO of Media Group, said, "I have called our
Continental merger a 'defining moment' for Media Group, because cable now
represents 65 percent of our
business. Since beginning our strategy more than four years ago, we have
gained access to 26 million homes in the U.S. and another 13 million abroad.
And our footprint is highly clustered in the premier large markets."
(More)
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The companies said setting a fixed price for the U S WEST Media Group
shares recognizes two important things. First, even though cable stocks have
been trading lower since the merger was announced, the relative value of the
two companies hasn't changed. Second, both companies remain fiercely committed
to networks that can deliver customized packages of interactive entertainment,
communications and information services, and are eager to work together to
deploy them.
Under the initial merger agreement, the transaction was based on a U S
WEST Media Group share price of between $20.88 and $28.18. Media Group shares
closed Friday at $16-7/8.
The $5.3 billion equity portion of the merger agreement calls for
consideration of $1 billion in U S WEST preferred stock, convertible to Media
Group common stock; and, at U S WEST's option, between $1 billion and $1.5
billion in cash, and $2.8 billion to $3.3 billion in shares of U S WEST Media
Group common. With the price fixed at $21, this means between 133 million and
157 million shares will be used. As of the end of the second quarter, Media
Group had 474 million shares outstanding. The convertible securities also will
be priced based on a $21 value for U S WEST Media Group common.
In addition to agreeing on financial terms, the two companies also said
they have received approval for the merger from franchise authorities
representing more than 90 percent of Continental's customers, and expect to
receive additional approvals before closing. Finally, the companies are
optimistic they will receive required Federal Communications Commission and
U.S. Department of Justice approvals.
Continental Cablevision, Inc., the nation's third-largest broadband
telecommunications company, serves more than 4.2 million customers in 20
states and is part owner of companies providing cable television service in
Argentina and Singapore, and broadband communication services in Australia.
The U S WEST Media Group (NYSE: UMG) is involved in domestic and
international cable and telephony, wireless communications, and directory and
information services. For 1995, U S WEST Media Group reported proportionate
revenues of $5.1 billion. Media Group is one of two major groups that make up
U S WEST, a company in the connections business, helping customers share
information, entertainment and communications services in local markets
worldwide. U S WEST's other major group, U S WEST Communications, provides
telecommunications services to more than 25 million customers in 14 western
and midwestern states.
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