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): April 6, 1998
U S WEST, Inc.
(Exact name of registrant as specified in its charter)
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A Delaware Corporation Commission File Number IRS Employer Identification No.
(State of incorporation) 1-8611 84-0926774
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7800 East Orchard Road
Englewood, Colorado 80111
(Address of principal executive offices)
(303) 793-6500
(Registrant's telephone number, including area code)
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Item 2. Acquisition or Disposition of Assets
On April 6, 1998, the Media Group of U S WEST, Inc. (the "Media Group")
sold its domestic wireless businesses to AirTouch Communications, Inc.
("AirTouch") in a tax-efficient transaction (the "AirTouch Transaction"). The
AirTouch Transaction was consummated in accordance with the terms of an
Agreement and Plan of Merger, dated as of January 29, 1998 (the "AirTouch Merger
Agreement"), among U S WEST, Inc., U S WEST Media Group, Inc., U S WEST
NewVector Group, Inc. ("NewVector"), U S WEST PCS Holdings, Inc. ("PCS
Holdings") and AirTouch. The Media Group's domestic wireless business was
conducted by NewVector, which conducted the Media Group's domestic cellular
business, and by PCS Holdings, which held the Media Group's interest in PrimceCo
Personal Communications, L.P., a provider of personal communications services.
Pursuant to the AirTouch Merger Agreement, NewVector and PCS Holdings merged
with and into AirTouch and, as a result, AirTouch acquired the businesses of
NewVector and PCS Holdings.
Pursuant to the AirTouch Transaction, the Media Group received from
AirTouch (i) $1.65 billion in liquidation preference of dividend-bearing
AirTouch preferred stock, and (ii) 59.5 million shares of AirTouch common stock.
In addition, AirTouch assumed $1.35 billion of indebtedness of NewVector and PCS
Holdings.
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 April 17, 1998
