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8K-22796.DOC
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: February 28, 1996
U S WEST, Inc.
A Delaware Commission File IRS Employer Identification
Corporation Number 1-8611 No. 84-0926774
7800 East Orchard Road, Englewood, Colorado 80111
Telephone Number (303) 793_6500
<PAGE>
Item 5. Other Events
U S WEST Media Group issued a press release on February 27, 1996 substantially
in the form attached hereto as Exhibit 99.
Item 7. Exhibits
Exhibit Description
99 Press Release issued February 27, 1996 entitled "U S WEST Media Group
Announces Continental Cablevision Has Agreed To a Merger, Creating a World
Leader in Cable Communications."
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: February 28, 1996
U S WEST-Continental Cablevision Merger
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EXHIBIT 99
February 27, 1996
U S WEST: Steve Lang: 303-754-5441
Lois Leach: 303-793-6355
Continental: Rob Stoddard: 617-854-3138
Dave Wood: 617-854-3174
NOTE: FEBRUARY 27 ONLY, CALL LANG, LEACH AND STODDARD AT:
212-872-7020
U S WEST MEDIA GROUP ANNOUNCES CONTINENTAL CABLEVISION HAS AGREED
TO A MERGER, CREATING A WORLD LEADER IN CABLE COMMUNICATIONS
-Addition of Continental brings the number of domestic customers managed by U
S WEST and Time Warner to 16.2 million-
-With Continental's international properties,
U S WEST will have access to 13.9 million homes abroad-
NEW YORK -- The U S WEST Media Group (NYSE: UMG) said it has reached a
definitive agreement under which Continental Cablevision will be merged into
the Media Group. Continental, the nation's third-largest cable operator,
serves 4.2 million U.S. customers, passes more than seven million U.S.
households and owns significant other domestic and international assets.
The merger strengthens the Media Group's position as a worldwide leader
in the cable industry and significantly advances its strategy to provide
entertainment, data and telephone services in key markets around the globe.
Once the deal is closed, the U S WEST Media Group will have 4.7 million owned
cable subscribers and will share in the management of an additional 11.5
million domestically. Internationally, the Media Group will have access to
13.9 million homes.
"The Continental properties are widely recognized as some of the best-run
and best-clustered cable systems in the world. They make an excellent addition
to our MediaOne subsidiary in Atlanta and our Time Warner Entertainment
Partnership with Time Warner," said Chuck Lillis, president and CEO of the U S
WEST Media Group.
-more-
"We are convinced that highly clustered hybrid fiber-coax broadband
networks are the best, most economical platforms for delivery of video, data,
telephony and multimedia services now and into the future," Lillis said. "And
they're the fastest way to gain access to customers."
Lillis added, "With the addition of Continental, the Media Group now is
uniquely positioned to take advantage of these new networks, and will create
significant value for our shareholders."
"With rapid advances in technology and with the fundamental realignment
taking place in the telecommunications world, this merger comes at a critical
time for our company," said Amos B. Hostetter, Jr., chairman and CEO of
Continental. "I look forward to working with U S WEST to lead the next wave of
growth and expansion in the cable industry."
In the merger transaction, U S WEST will purchase all of Continental's
stock for $5.3 billion, and will assume Continental's debt and other
obligations, which today amount to $5.5 billion.
Consideration for the $5.3 billion in equity will consist 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 stock. The
number of shares to be delivered when the deal closes will be adjusted,
subject to a "collar" 15 percent above and 15 percent below $24.50, the share
price upon which the transaction was based.
Continental's 4.2 million domestic broadband customers are highly
clustered in five large markets -- New England, California, Chicago,
Michigan/Ohio and Florida. Once the deal closes, the Media Group will own or
share management of cable systems in 60 of the top 100 American markets and
serve nearly one of every three cable-TV households.
Continental has been aggressive in deploying hybrid fiber-coaxial
networks and is among the industry leaders in the amount of fiber in its
systems. Continental has a management team and customer-service reputation
that are the envy of the American cable industry. Research conducted by U S
WEST placed Continental well above other cable companies in customer
satisfaction. And during the past five years, the company has won more awards
for its marketing programs than any other cable company.
-more-
<PAGE>
In addition to its exceptional domestic broadband assets, Continental has
interests in cable properties in Australia, Argentina and Singapore; a 10
percent interest in PRIMESTAR; advertising insertion businesses; telephone
access businesses in Florida and Virginia; and interests in programming that
include Turner Broadcasting System, E! Entertainment Television, the Golf
Channel and the Food Channel.
U S WEST's extensive experience with cable-telephony (in the U.K., with
Time Warner and in Atlanta) will be supplemented by the expertise already
developed by Continental, bringing one-stop shopping for voice, video and data
services to Continental customers in 16 states. Such opportunities for cable
companies recently were accelerated when barriers to local phone competition
were removed by the enactment of the telecommunications bill.
Lillis oversees the operations of the Media Group, including the division
headed by Hostetter, which will be responsible for management of all of U S
WEST's wholly owned domestic cable properties. U S WEST will enhance the
telephony and network architecture expertise needed to convert the cable
systems to full service networks.
The transaction, which is expected to close in the fourth quarter, is
subject to a number of conditions, including regulatory and other approvals
such as that of Continental's shareholders. There can be no assurance that
these conditions will be satisfied.
The U S WEST Media Group is a leading global media company. It is one of
two major groups that comprise U S WEST. U S WEST is in the connections
business, helping customers share information, entertainment and
communications services in local markets worldwide. The company'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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