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As filed with the Securities and Exchange Commission on March 31, 1997
Registration No. 333-_______
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)
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<S> <C>
Delaware 84-0926774
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
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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
1997 BROAD-BASED 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
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Title of each class of securities Amount to be Proposed maximum offering
to be registered registered price per share (1)<F1>
U S WEST Media Group Common 3,300,000 $ 19.2813
Stock, $.01 par value (2)<F2>
______________________________________________________________________________
<S> <C> <C>
Title of each class of securities Proposed maximum Amount of
to be registered aggregate offering price registration fee
(1)<F1> (1)<F1>
U S WEST Media Group Common $ 63,628,290 $ 19,282
Stock, $.01 par value (2)<F2>
______________________________________________________________________________
<FN>
<F1>
(1) The registration fee for all securities registered hereby, $19,282, has been calculated as follows: one
thirty-third (1/33) of one percent of $19.2813 (the average of the high and low prices reported in the consolidated
reporting system of the New York Stock Exchange on March 27, 1997) multiplied by 3,300,000 shares of Common Stock of U S
WEST Media Group.
<F2>
(2) Includes Stock Purchase Rights which, prior to the occurrence of certain events, will not be exercisable separately
from the Media Stock.
</FN>
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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" or 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, 1996.
(2) Current Reports on Form 8-K dated January 22, 1997, February 18,
1997 and March 28, 1997.
(3) 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.
Item 8. Exhibits.
Exhibits identified in parentheses below are on file with the SEC, and
are incorporated herein by reference to such previous filings.
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Exhibit
Number Description
- -------- ----------------------------------------------------------------------------
(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, Corporate Counsel and Assistant Secretary of
U S WEST, Inc., regarding the legality of the Securities being registered.
23-A Consent of Arthur Andersen LLP.
23-B Consent of Coopers & Lybrand L.L.P.
23-C The Consent of Stephen E. Brilz, Corporate Counsel and Assistant Secretary
of U S WEST, Inc., is included in the opinion of counsel filed as Exhibit 5.
24 Power of Attorney executed by directors and officers who signed this
registration statement.
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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 this 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
31st day of March 1997.
U S WEST, Inc.
/S/ STEPHEN E. BRILZ
By:______________________________________
Stephen E. Brilz
Assistant Secretary
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.
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PRINCIPAL EXECUTIVE OFFICER:
Richard D. McCormick* Chairman of the Board, President and
Chief Executive Officer
PRINCIPAL FINANCIAL OFFICER:
Michael P. Glinsky* Executive Vice President and
Chief Financial Officer
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DIRECTORS:
Remedios Diaz-Oliver*
Grant A. Dove*
Allan D. Gilmour*
Pierson M. Grieve*
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 31, 1997
EXHIBIT INDEX
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Exhibit
Number Description
- -------- --------------------------------------------------------------------------
(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, Corporate Counsel and Assistant Secretary of
U S WEST, Inc., regarding the legality of the securities being registered.
23-A Consent of Arthur Andersen LLP.
23-B Consent of Coopers & Lybrand L.L.P.
23-C Consent of Stephen E. Brilz, Corporate Counsel and Assistant Secretary
of U S WEST, Inc., is included in the opinion of counsel filed as Exhibit
5.
24 Power of Attorney executed by directors and officers who signed this
registration statement.
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Y:\genlcorp\sec-frms\usw\S-8\1997\com-pln\EX5.DOC 3/31/97
EXHIBIT 5
U S WEST, Inc.
7800 East Orchard Road
Suite 390
Englewood, Colorado 80111
Stephen E. Brilz
Corporate Counsel and
Assistant Secretary
March 31, 1997
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 31, 1997. The Registration
Statement covers 3,300,000 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 1997 Broad-Based 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
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our reports dated February 12,
1997, on our audits of the consolidated financial statements and Supplementary
Selected Proportionate Results of Operations of U S WEST, Inc., the combined
financial statements of U S WEST Communications Group, and the combined
financial statements and Supplementary Selected Proportionate Results of
Operations of U S WEST Media Group, included in U S WEST, Inc.'s Annual Report
on form 10-K for the year ended December 31, 1996. We also consent to the
incorporation by reference of our report dated February 12, 1997 on the
related consolidated financial statement schedule of U S WEST, Inc. included
on page S-1 of its Annual Report on Form 10-K.
/S/ ARTHUR ANDERSEN LLP
Denver, Colorado,
March 31, 1997.
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,
(i) Registration Statements on Form S-3, to increase the size of offerings in
a manner consistent with Rule 462(b) under the Securities Act of 1933, as
amended, with respect to the following previously filed registration
statements: (1) Post- Effective Amendment No. 1 to Registration Statement on
Form S-3, File Nos. 33-50047 and 33-50047-01; (2) Registration Statement on
Form S-3, File Nos. 333-14865 and 333-14865-01, and Post-Effective Amendment
No. 2 to Registration Statement on Form S-3, File Nos. 33-50049 and
33-50049-01; Post-Effective Amendment No. 3 to Registration Statement on Form
S-3, File No. 33-62451; and Registration Statement on Form S-3, File No.
33-63087; and (ii) a Registration Statement on Form S-8 for the registration
of 3,300,000 shares of Media Group Common Stock; and
WHEREAS, each of the undersigned is a Director of the Company;
NOW, THEREFORE, each of the undersigned constitutes and appoints JAMES T.
ANDERSON and STEPHEN E. BRILZ, and each of them, as attorneys for him or her
and in his or her name, place, and stead, and in his or her 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 or she 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 6th day of December 1996.
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/S/ REMEDIOS DIAZ-OLIVER /S/ RICHARD D. MCCORMICK
_____________________________ ____________________________________
Remedios Diaz-Oliver Richard D. McCormick
/S/ GRANT A. DOVE /S/ MARILYN C. NELSON
_____________________________ ____________________________________
Grant A. Dove Marilyn C. Nelson
/S/ ALLAN D. GILMOUR /S/ FRANK P. POPOFF
_____________________________ ____________________________________
Allan D. Gilmour Frank P. Popoff
/S/ PIERSON M. GRIEVE /S/ JERRY O. WILLIAMS
_____________________________ ____________________________________
Pierson M. Grieve Jerry O. Williams
/S/ ALLEN F. JACOBSON
_____________________________
Allen F. Jacobson
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EXHIBIT 23-B
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, for the 1997 U S WEST Media Group
Broad-Based Stock Option Plan, of our reports dated February 12, 1996, on our
audits of the consolidated financial statements U S WEST, Inc., U S WEST
Communications Group, and U S WEST Media Group as of December 31, 1995 and for
the years ended December 31, 1995 and 1994, which reports are included in the
U S WEST, Inc. Annual Report on Form 10-K for the year ended December 31,
1996.
/S/ COOPERS & LYBRAND L.L.P.
Denver, Colorado
March 31, 1997
