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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): May 16, 1997
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
On May 16, 1997, U S WEST, Inc. and AirTouch Communications entered into a
definitive agreement to merge the domestic cellular business of Media Group
and its interest in PrimeCo Personal Communications into AirTouch
Communications. In connection with the same restructuring, U S WEST, Inc.
also issued a press release regarding its plans to transfer its domestic
directory publishing business - known as U S WEST Dex - from its Media Group
to its Communications Group. The releases are attached hereto as Exhibits.
Item 7. Exhibits
Exhibit Description
99A Press Release issued May 16, 1997 entitled "AirTouch and U S WEST
Media Group Sign Definitive Agreement on Merger of Domestic Wireless
Interests."
99B Press Release issued May 16, 1997 entitled "U S WEST Restructuring to
Include Transfer of Directories from Media Group to Communications Group."
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: May 16, 1997
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EXHIBIT 99A
Date: May 16, 1997
Contact: Amy Damianakes Steve Lang
AirTouch Communications Inc. U S WEST Media Group
510-210-3645 303-793-6290
AIRTOUCH AND U S WEST MEDIA GROUP
SIGN DEFINITIVE AGREEMENT ON
MERGER OF DOMESTIC WIRELESS INTERESTS
U S WEST Media Group (NYSE: UMG) and AirTouch Communications (NYSE: ATI)
have signed a definitive agreement to merge the domestic cellular business of
Media Group and its interest in PrimeCo Personal Communications into AirTouch.
AirTouch and U S WEST announced April 17 that they had signed a letter of
intent regarding the merger. The principal terms of the definitive agreement
are the same as those in the letter of intent.
The parties value the merger at about $5 billion. The transaction
includes the tax-free distribution of AirTouch stock to Media Group
shareowners and the assumption by AirTouch of $2.2 billion of debt associated
with the business being acquired.
U S WEST also said that it would transfer its domestic directory business
from its Media Group to its Communications Group (NYSE: USW) in connection
with the AirTouch merger.
Closing of the AirTouch/Media Group transaction requires a favorable
ruling from the Internal Revenue Service, Hart-Scott-Rodino review and
approval by shareowners of Media Group and U S WEST Communications Group. The
companies said they believe this transaction should close by the end of the
year or early next year, but they noted that "Morris Trust" legislation
introduced April 17 in Congress would block this transaction if the
legislation passes in its current form. In this event, the companies would
continue with their existing joint venture agreement.
- - -more-
U S WEST Media Group (NYSE: UMG), one of America's largest broadband
communications companies, is involved in domestic and international cable and
telephony, wireless communications, and directory and information services.
For 1996, Media Group reported proportionate revenues of $6.4 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 in 14
western and midwestern states.
AirTouch Communications is a global wireless communications company, with
interests in cellular, paging, and personal communications services in the
United States, Belgium, Germany, India, Italy, Japan, Poland, Portugal,
Romania, South Korea, Spain and Sweden, as well as an interest in the
Globalstar satellite system. The company, based in San Francisco, serves
nearly 8.5 million proportionate customers worldwide.
NOTE: Another press release by U S WEST, announcing the plan to move U S
WEST Media Group's directory operations to U S WEST Communications Group is
being issued simultaneously.
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EXHIBIT 99B
U S WEST, Inc.
7800 East Orchard Road
Englewood, Colorado 80111
303 793-6500
[U S WEST, Inc. logo and registered mark]
News Release
Release Date: May 16, 1997
Contact: Steve Lang Lois Leach
U S WEST Media Group U S WEST, Inc.
303-793-6290 303-793-6355
U S WEST RESTRUCTURING TO INCLUDE
TRANSFER OF DIRECTORIES
FROM MEDIA GROUP TO COMMUNICATIONS GROUP
ENGLEWOOD, Colo. - U S WEST plans to transfer its domestic directory
publishing business - known as U S WEST Dex - from its Media Group (NYSE: UMG)
to its Communications Group (NYSE: USW) as part of a restructuring in
connection with a merger of its domestic wireless interests into AirTouch
Communications (NYSE: ATI), the company said today.
A letter of intent on the AirTouch/Media Group merger was announced April
17. A definitive agreement on that merger was signed late yesterday.
The value of the directory transfer is $4.75 billion, $850 million of
which will be in shares of Communications Group stock issued to Media Group
shareowners, and $3.9 billion of which will be in the form of an assumption by
Communications Group of existing debt, currently on Media Group's books.
Coupled with the AirTouch merger, the plan calls for an overall decrease in U
S WEST, Inc., debt. The company doesn't expect the transaction to affect
credit ratings at either U S WEST Communications or U S WEST Capital Funding.
The transfer of the directory publishing assets and the AirTouch merger
will better align U S WEST's businesses and will be executed in a single set
of events, beneficial to both groups of U S WEST shareowners, the company
said. Media Group shareowners will receive AirTouch shares for their domestic
wireless interest and U S WEST Communications Group shares for their directory
interests.
-more-
The restructuring is consistent with Media Group's merger with
Continental Cablevision late last year, and Media Group's desire to focus its
efforts on domestic broadband networks and international wireless and
broadband networks.
It also is consistent with Communications Group's focus on serving
customers in its 14-state territory, and the financial profile it is seeking
to achieve. This transaction will enhance Communications Group's earnings and
cash flow, while reducing its dividend payout ratio.
As it has for more than a decade, the directory business will operate as
an unregulated subsidiary. The company said the restructuring would be
transparent to customers. There are no current plans to change existing
directory operations, pricing plans or publishing schedules. Employees will
not be affected by the change.
The company said it believes the restructuring could be completed at the
end of the year or early in 1998.
Closing of the Dex transaction requires resolution of certain federal
regulatory issues and approval by shareowners of Media Group and U S WEST
Communications Group. The company noted it would not complete the Dex
transaction as structured if "Morris Trust" legislation introduced April 17 in
Congress passes in its current form.
U S WEST (NYSE: USW and UMG) is in the connections business, helping
customers share information, entertainment and communications services in
local markets worldwide. One of the company's major groups, U S WEST
Communications Group, provides telecommunications services to customers in 14
western and midwestern states. The other main group, U S WEST Media Group, one
of America's largest broadband communications companies, is involved in
domestic and international cable and telephony, wireless communications, and
directory and information services. U S WEST's annual revenues approach $13
billion. The company has more than 69,000 employees.
NOTE: Another press release, by U S WEST and AirTouch, related to U S
WEST's restructuring -- announcing a definitive agreement to merge U S WEST
Media Group's domestic wireless properties into AirTouch -- is being issued
simultaneously.
