As filed with the Securities and Exchange Commission on March 25, 1996
Registration No. 33-________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
U S WEST, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<CAPTION>
<S> <C>
Delaware 84-0926774
(State or other jurisdiction of (I.R.S. Employer
incorporation organization) Identification No.)
</TABLE>
7800 East Orchard Road
Englewood, Colorado 80111
(303) 793-6500
(Address, zip code, telephone number, and area code, of registrant's principal
executive offices)
U S WEST MEDIA GROUP 1996 STOCK OPTION PLAN
(Full title of the Plan)
STEPHEN E. BRILZ, ESQ.
U S WEST, INC.
7800 East Orchard Road
Englewood, Colorado 80111
(303) 793-6626
(Name, address, zip code, telephone number and area code, of agent for
service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
<S> <C> <C>
Title of each Proposed
class of Amount maximum
securities to to be offering price
be registered registered per share (1)
U S WEST Media
Group Common Stock,
.01 par value (2) 2,500,000 $ 20.50
______________________________________________________________________________
<S> <C> <C>
Title of each Proposed
class of maximum Amount of
securities to aggregate registration
be registered offering price (1) fee (1)
U S WEST Media
Group Common Stock,
.01 par value (2) $ 51,250,000 $ 17,673
______________________________________________________________________________
<FN>
<F1>
(1) The registration fee for all securities registered hereby, $17,673, has been calculated as follows:
one twenty-ninth (1/29) of one percent of $20.50 (the average of the high and low prices reported in the
consolidated reporting system of the New York Stock Exchange on March 20, 1996) multiplied by 2,500,000
shares of Common Stock of U S WEST Media Group.
<F2>
(2) Includes Proposed Stock Purchase Rights which, prior to the occurrence of certain events, will not be
exercisable separately from the Communications Stock or Media Stock, as applicable.
</FN>
</TABLE>
9
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents have been filed by U S WEST, Inc., a Delaware
corporation ("U S WEST" of the "Company") or U S WEST, Inc., a Colorado
corporation ("U S WEST Colorado") with the Securities and Exchange Commission
(the "Commission"), (File No. 1_8611) and are incorporated herein by
reference:
(1) Annual Report on Form 10_K for the year ended December 31, 1994.
(2) Quarterly Reports on Form 10_Q for the quarters ended March 31,
1995, June 30, 1995, and September 30, 1995.
(3) Current Reports on Form 8-K dated January 19, 1995, April 10,
1995, April 18, 1995, May 23, 1995 (as amended by Forms 8-K/A filed on July
12, 1995 and August 24, 1995), June 20, 1995, July 28, 1995, September 22,
1995, September 28, 1995, October 6, 1995, October 27, 1995, November 2, 1995,
February 12, 1996 and February 29, 1996.
(4) The description of the Communications Stock, the Media Stock, and
the Communications Rights and Media Rights issuable pursuant to an Amended and
Restated Rights Agreement between the Company and State Street Bank and Trust
Company, as Rights Agent, set forth in Item 4 of the Company's Registration
Statement on Form 8-B filed with the Commission on August 23, 1995 (as amended
by Form 8-B/A filed with the Commission on September 11, 1995).
All documents filed by U S WEST pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this registration
statement and prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this registration statement and to be a part hereof from the date
of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed
to be modified or superseded for purposes of this registration statement to
the extent that a statement contained herein or in any other subsequently
filed document, which also is or is deemed to be incorporated by reference
herein modifies or supersedes such statement. Any such statement so modified
or superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this registration statement.
Item 4. Description of Securities.
The class of securities to be offered hereby is registered under Section
12 of the Exchange Act.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law (the "DGCL") permits
U S WEST's board of directors to indemnify any person against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with any threatened,
pending or completed action, suit or proceeding in which such person is made a
party by reason of his being or having been a director, officer, employee or
agent of the Registrant, in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the Securities Act of 1933,
as amended (the "Securities Act"). The statute provides that indemnification
pursuant to its provisions is not exclusive of other rights of indemnification
to which a person may be entitled under any bylaw, agreement, vote of
stockholders or disinterested directors, or otherwise.
U S WEST's Restated Certificate of Incorporation and Bylaws provide for
indemnification of its directors and officers to the fullest extent permitted
by law.
As permitted by sections 102 and 145 of the DGCL, U S WEST's Restated
Certificate of Incorporation eliminates a director's personal liability for
monetary damages to the Registrant and its stockholders arising from a breach
or alleged breach of a director's fiduciary duty except for liability under
section 174 of the DGCL, for liability for any breach of the director's duty
of loyalty to the Registrant or its stockholders, for act or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law or for any transaction which the director derived an improper personal
benefit.
The directors and officers of U S WEST are covered by insurance policies
indemnifying them against certain liabilities, including certain liabilities
arising under the Securities Act, which might be incurred by them in such
capacities and against which they cannot be indemnified by U S WEST.
Item 7. Exemption from Registration Claimed.
Not Applicable.
<PAGE>
Item 8. Exhibits.
Exhibits identified in parentheses below are on file with the SEC, and
are incorporated herein by reference to such previous filings.
Exhibit
Number Description
(2) Agreement and Plan of Merger, dated as of August 17, 1995, between U S
WEST, Inc., a Colorado corporation, and U S WEST, Inc., a Delaware
corporation (Exhibit 2 to Registration Statement No. 33-59315).
(3-A) Restated Certificate of Incorporation of U S WEST, Inc., a Delaware
corporation (Exhibit 3-A to Registration Statement No. 33-59315).
(3-B) Bylaws of U S WEST, Inc., a Delaware corporation (Exhibit 3-B to
Registration Statement No. 33-59315).
(4) Form of Amended and Restated Rights Agreement between U S WEST, Inc.,
a Delaware corporation, and State Street Bank and Trust Company, as Rights
Agent (Exhibit 4-A to Registration Statement No. 33-59315).
5 Opinion of Stephen E. Brilz, Senior Attorney and Assistant Secretary of
U S WEST, Inc., regarding the legality of the Securities being registered.
23-A Consents of Coopers & Lybrand L.L.P.
23-B Consent of Ernst & Young LLP
23-C Consents of KPMG Peat Marwick LLP
23-D Consent of Arthur Andersen LLP
23-E The Consent of Stephen E. Brilz, Senior Attorney and Assistant
Secretary of U S WEST, Inc., is included in the opinion of counsel filed
as Exhibit 5.
24 Powers of Attorney executed by directors and officers who signed this
registration statement.
<PAGE>
Item 9. Undertakings.
(a) RULE 415 OFFERINGS.
U S WEST hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to the registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) FILINGS INCORPORATING SUBSEQUENT EXCHANGE ACT DOCUMENTS BY REFERENCE.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(c) FORM S-8 UNDERTAKINGS.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.
SIGNATURES
THE REGISTRANT.
Pursuant to the requirements of the Securities Exchange Act of 1933, U S WEST,
Inc. certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Englewood, State of Colorado, on the 25th day of
March, 1996.
U S WEST, Inc.
/S/ STEPHEN E. BRILZ
By:_____________________________________
Stephen E. Brilz
Assistant Secretary
<PAGE>
Pursuant to the requirements of the Securities Exchange Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
PRINCIPAL EXECUTIVE OFFICER:
Richard D. McCormick* Chairman of the Board, President and
Chief Executive Officer
PRINCIPAL FINANCIAL OFFICER:
James T. Anderson* Acting Executive Vice President and
Chief Financial Officer
DIRECTORS:
Remedios Diaz-Oliver*
Grant A. Dove*
Allan D. Gilmour*
Pierson M. Grieve*
Shirley M. Hufstedler*
Allen F. Jacobson*
Richard D. McCormick*
Marilyn C. Nelson*
Frank Popoff*
Jerry O. Williams*
/S/ STEPHEN E. BRILZ
*By ______________________________
Stephen E. Brilz
Attorney-in-Fact
Dated: March 25, 1996
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
(2) Agreement and Plan of merger, dated as of August 17, 1995, between U S
WEST, Inc., a Colorado corporation, and U S WEST, Inc., a Delaware
corporation (Exhibit 2 to Registration Statement No. 33-59315).
(3-A) Restated Certificate of Incorporation of U S WEST, Inc., a Delaware
corporation (Exhibit 3-A to Registration Statement No. 33-59315).
(3-B) Bylaws of U S WEST, Inc., a Delaware corporation (Exhibit 3-B to
Registration Statement No. 33-59315).
(4) Form of Amended and Restated Rights Agreement between U S WEST, Inc.,
a Delaware corporation, and State Street Bank and Trust Company, as Rights
Agent (Exhibit 4-A to Registration Statement No. 33-59315).
5 Opinion of Stephen E. Brilz, Senior Attorney and Assistant Secretary of
U S WEST, Inc., regarding the legality of the securities being registered.
23-A Consents of Coopers & Lybrand L.L.P.
23-B Consent of Ernst & Young LLP
23-C Consents of KPMG Peat Marwick LLP
23-D Consent of Arthur Andersen LLP
23-E Consent of Stephen E. Brilz, Senior Attorney and Assistant Secretary
of U S WEST, Inc., is included in the opinion of counsel filed as Exhibit
5.
24 Powers of Attorney executed by directors and officers who signed this
registration statement.
3/22/96
EXHIBIT 5
U S WEST, Inc.
7800 East Orchard Road
Suite 480
Englewood, Colorado 80111
Stephen E. Brilz
Senior Counsel-Securities and
Assistant Secretary
March 25, 1996
U S WEST, Inc.
7800 East Orchard Road
Englewood, Colorado 80111
Ladies and Gentlemen:
I refer to the registration statement on Form S-8 (the "Registration
Statement") under the Securities Act of 1933, as amended, to be filed by U S
WEST, Inc. a Delaware corporation (the "Company"), with the Securities and
Exchange Commission (the "Commission") on March 25, 1996. The Registration
Statement covers 2,500,000 shares of U S WEST Media Group common stock, $.01
par value per share (the "Shares") which may be issued from time to time in
connection with the U S WEST Media Group 1996 Stock Option Plan (the "Plan").
I have made such legal and factual examinations and inquiries as I deemed
advisable for the purpose of rendering this opinion. I am familiar with the
proceedings taken and proposed to be taken in connection with the
authorization, issuance and sale of the Shares. Based on my examination and
inquiries, it is my opinion that the Shares, upon issuance thereof in
accordance with the terms of the Plan will be validly issued, fully paid, and
non-assessable.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/S/ STEPHEN E. BRILZ
Stephen E. Brilz
EXHIBIT 23-A
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in the Registration
Statement of U S WEST, Inc. on Form S-8 of our report, which is included in U
S WEST, Inc.'s Current Report on Form 8-K dated September 28, 1995, which
includes an explanatory paragraph regarding the discontinuance of accounting
for the operations of U S WEST Communications, Inc. in accordance with
Statement of Financial Accounting Standard No. 71, "Accounting for the Effects
of Certain Types of Regulation," in 1993, and a change in the method of
accounting for postretirement benefits other than pensions and other
postemployment benefits in 1992, dated January 18, 1995, on our audits of the
consolidated financial statements of U S WEST, Inc., as of December 31, 1994
and 1993, and for the years ended December 31, 1994, 1993 and 1992.
We consent to the incorporation by reference in the Registration
Statement of U S WEST, Inc. on Form S-8 of our report, which is included in U
S WEST, Inc.'s Current Report on Form 8-K dated September 28, 1995, which
includes an explanatory paragraph regarding the discontinuance of accounting
for the operations of U S WEST Communications, Inc. in accordance with
Statement of Financial Accounting Standard No. 71, "Accounting for the Effects
of Certain Types of Regulation," in 1993, and a change in the method of
accounting for postretirement benefits other than pensions and other
postemployment benefits in 1992, dated May 12, 1995, on our audits of the
combined financial statements of U S WEST Communications group, as of December
31, 1994 and 1993, and for the years ended December 31, 1994, 1993 and 1992.
We consent to the incorporation by reference in the Registration
Statement of U S WEST, Inc. on Form S-8 of our report, which is included in U
S WEST, Inc.'s Current Report on Form 8-K dated September 28, 1995, which
includes an explanatory paragraph regarding a change in the method of
accounting for postretirement benefits other than pensions and other
postemployment benefits in 1992, dated May 12, 1995, on our audits of the
combined financial statements of U S WEST Media Group, as of December 31, 1994
and 1993, and for the years ended December 31, 1994, 1993 and 1992.
/S/ COOPERS & LYBRAND L.L.P.
Denver, Colorado
March 20, 1996
<PAGE>
EXHIBIT 23-A (continued)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in the Registration
Statement of U S WEST, Inc. on Form S-8 of our reports, which are included in
U S WEST, Inc.'s Annual Report on Form 10-K, which include an explanatory
paragraph regarding the discontinuance of accounting for the operations of U S
WEST Communications, Inc. in accordance with Statement of Financial Accounting
Standard No. 71, "Accounting for the Effects of Certain Types of Regulation,"
in 1993, and a change in the method of accounting for postretirement benefits
other than pensions and other postemployment benefits in 1992, dated January
18, 1995, on our audits of the consolidated financial statements and
consolidated financial statement schedule of U S WEST, Inc., as of December
31, 1994 and 1993, and for the years ended December 31, 1994, 1993 and 1992.
/S/ COOPERS & LYBRAND L.L.P.
Denver, Colorado
March 20, 1996
EXHIBIT 23-B
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement on
Form S-8 of U S WEST, Inc. pertaining to the U S WEST Media Group 1996 Stock
Option Plan of our report dated February 7, 1995, with respect to the
consolidated financial statements of Time Warner Entertainment Company, L.P.
included in the Current Report on Form 8-K of U S WEST, Inc. dated May 23,
1995, as amended by Forms 8-K/A on July 12, 1995 and August 24, 1995, filed
with the Securities and Exchange Commission
/S/ ERNST & YOUNG LLP
ERNST & YOUNG LLP
New York, New York
March 21, 1996
EXHIBIT 23-C
INDEPENDENT ACCOUNTANTS' CONSENT
We consent to the use of our report dated March 25, 1994, relating to the
consolidated financial statements of Wometco Cable Corp. and subsidiaries,
which report is included in the current report on Form 8-K of U S WEST, dated
May 23, 1995, as amended, incorporated herein by reference in the registration
statement on Form S-8 of U S WEST, Inc.
Our report on the 1993 consolidated financial statements of Wometco Cable
Corp. and subsidiaries refers to a change in the method of accounting for
income taxes in 1993 to adopt the provisions of the Financial Accounting
Standards Board's FASB No. 109, Accounting for Income Taxes.
/S/ KPMG PEAT MARWICK LLP
Miami, Florida
March 22, 1996
<PAGE>
EXHIBIT 23-C (continued)
INDEPENDENT ACCOUNTANTS' CONSENT
We consent to the use of our report dated February 25, 1994, relating to the
combined financial statements of Georgia Cable Holdings Limited Partnership
and Subsidiary Partnerships, which report is included in the current report on
Form 8-K of U S WEST, dated May 23, 1995, as amended, incorporated herein by
reference in the registration statement on Form S-8 of U S WEST, Inc.
/S/ KPMG PEAT MARWICK LLP
Miami Florida
March 22, 1996
EXHIBIT 23-D
CONSENT OF INDEPENDENT AUDITORS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement on Form S-8 of our report dated 3
July 1995 with respect to the financial statements of Mercury Personal
Communications for the year ended 31 March 1995 included in the Current Report
on Form 8-K of U S WEST, Inc. dated May 23, 1995 (as amended by Forms 8-K/A
filed on July 12, 1995 and August 24, 1995) filed with the Securities and
Exchange Commission.
/S/ ARTHUR ANDERSEN
Chartered Accountants and Registered Auditors
________________________________________
ARTHUR ANDERSEN
Chartered Accountants and Registered Auditors
London, England
March 22, 1996.
3/22/96
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, U S WEST, Inc., a Delaware corporation (hereinafter referred to
as the "Company"), proposes to file with the Securities and Exchange
Commission, under the provisions of the Securities Act of 1933, as amended, a
Registration Statement on Form S_8 for the registration of U S WEST Multimedia
Group Common Stock, on terms generally described at this meeting; and
WHEREAS, each of the undersigned is an Officer or Director, or both, of
the Company as indicated below each signature;
NOW, THEREFORE, each of the undersigned constitutes and appoints JAMES T.
ANDERSON, CHARLES J. BURDICK, and STEPHEN E. BRILZ, and each of them, as
attorneys for him and in his name, place, and stead, and in his capacity as an
Officer or Director of the Company, to execute and file such Registration
Statement, and thereafter to execute and file any amended registration
statement or statements or supplements thereto, hereby giving and granting to
said attorneys full power and authority to do and perform all and every act
and thing whatsoever requisite and necessary to be done in and about the
premises as fully, to all intents and purposes, as he might or could do if
personally present at the doing thereof, hereby ratifying and confirming all
that said attorneys may or shall lawfully do, or cause to be done, by virtue
hereof.
IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney this 2nd day of February, 1996.
/s/ RICHARD D. McCORMICK
______________________________
Richard D. McCormick
Chairman of the Board, Chief
Executive Officer and President
/s/ JAMES T. ANDERSON
______________________________
James T. Anderson
Acting Executive Vice President and
Chief Financial Officer
<PAGE>
EXHIBIT 24 (continued)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, U S WEST, Inc., a Delaware corporation (hereinafter referred to
as the "Company"), proposes to file with the Securities and Exchange
Commission, under the provisions of the Securities Act of 1933, as amended, a
Registration Statement on Form S_8 for the registration of U S WEST Multimedia
Group Common Stock, on terms generally described at this meeting; and
WHEREAS, each of the undersigned is a Director of the Company;
NOW, THEREFORE, each of the undersigned constitutes and appoints JAMES T.
ANDERSON, CHARLES J. BURDICK, and STEPHEN E. BRILZ, and each of them, as
attorneys for him and in his name, place, and stead, and in his capacity as a
Director of the Company, to execute and file such Registration Statement, and
thereafter to execute and file any amended registration statement or
statements or supplements thereto, hereby giving and granting to said
attorneys full power and authority to do and perform all and every act and
thing whatsoever requisite and necessary to be done in and about the premises
as fully, to all intents and purposes, as he might or could do if personally
present at the doing thereof, hereby ratifying and confirming all that said
attorneys may or shall lawfully do, or cause to be done, by virtue hereof.
IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney this 2nd day of February, 1996.
/s/ REMEDIOS DIAZ-OLIVER /s/ ALLEN F. JACOBSON
___________________________________ ___________________________________
Remedios Diaz-Oliver Allen F. Jacobson
/s/ GRANT A. DOVE /s/ MARILYN CARLSON NELSON
___________________________________ ___________________________________
Grant A. Dove Marilyn Carlson Nelson
/s/ ALLAN D. GILMOUR /s/ FRANK POPOFF
___________________________________ ___________________________________
Allan D. Gilmour Frank Popoff
/s/ PIERSON M. GRIEVE /s/ JERRY O. WILLIAMS
___________________________________ ___________________________________
Pierson M. Grieve Jerry O. Williams
/s/ SHIRLEY M. HUFSTEDLER
___________________________________
Shirley M. Hufstedler
