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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT (PURSUANT TO SECTION 13(E)(1) OF THE
SECURITIES EXCHANGE ACT OF 1934)
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(AMENDMENT NO. 2)
U S WEST, INC.
U S WEST FINANCING I
U S WEST FINANCING II
(Name of Issuer)
U S WEST CAPITAL FUNDING, INC.
(Name of Person(s) Filing Statement)
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7.96% TRUST ORIGINATED PREFERRED SECURITIES 90338D204
(LIQUIDATION AMOUNT $25 PER SECURITY)
OF U S WEST FINANCING I
8 1/4% TRUST ORIGINATED PREFERRED SECURITIES 90338M204
(LIQUIDATION AMOUNT $25 PER SECURITY)
OF U S WEST FINANCING II
GUARANTEES BY U S WEST, INC. OF PREFERRED
SECURITIES
OF U S WEST FINANCING I
AND U S WEST FINANCING II
(Title of Class of Securities) (CUSIP Number of Class of Securities)
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STEPHEN E. BRILZ, ESQ.
U S WEST, INC.
7800 EAST ORCHARD ROAD
ENGLEWOOD, COLORADO 80111
(303) 793-6500
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications of Behalf of Person(s) Filing Statement)
COPIES TO:
DENNIS J. BLOCK, ESQ.
WEIL, GOTSHAL & MANGES LLP
767 FIFTH AVENUE
NEW YORK, NEW YORK 10153
(212) 310-8000
INSTRUCTION. When submitting this statement in paper format, ten copies of
this statement, including all exhibits, shall be filed with the Commission.
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INTRODUCTORY STATEMENT
This Schedule 13E-4, as amended, relates to (a) the offer by U S WEST
Capital Funding, Inc. ("Capital Funding") to holders of 7.96% Trust Originated
Preferred Securities (the "Old Series I Preferred Securities") of U S WEST
Financing I to exchange their securities for either (i) an equal amount of 9.30%
Trust Originated Preferred Securities of MediaOne Finance Trust I or (ii) $25.75
in cash per Old Series I Preferred Security and (b) the offer by Capital Funding
to holders of 8 1/4% Trust Originated Preferred Securities (the "Old Series II
Preferred Securities") of U S WEST Financing II to exchange their securities for
either (i) an equal amount of 9 1/2% Trust Originated Preferred Securities of
MediaOne Finance Trust II or (ii) $26.30 in cash per Old Series II Preferred
Security. The Old Series I Preferred Securities and the Old Series II Preferred
Securities are guaranteed, to the extent the applicable trust has funds
available therefor, by U S WEST, Inc. Each of the offers is referred to herein
individually as an "Offer" and collectively as the "Offers." Each Offer is being
made on the terms and subject to the conditions set forth in an Offer to
Exchange and Consent Solicitation, dated May 8, 1998, and the related Letter of
Transmittal and Consent.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
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(a) Exhibit 20.1 Letter to holders of Old Series I Preferred Securities, dated May
26, 1998.
Exhibit 20.2 Letter to holders of Old Series II Preferred Securities, dated May
26, 1998.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and correct.
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U S WEST CAPITAL FUNDING, INC.
By: /s/ STEPHEN E. BRILZ
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Name: Stephen E. Brilz
Title: SECRETARY
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Dated: May 26, 1998
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EXHIBIT INDEX
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EXHIBIT DESCRIPTION
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20.1 Letter to holders of Old Series I Preferred Securities, dated May 26, 1998.
20.2 Letter to holders of Old Series II Preferred Securities, dated May 26, 1998.
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May 26, 1998
Dear U S WEST FINANCING I Holder:
In connection with the separation of U S WEST, Inc (the "Company") into two
independent companies (U S WEST, Inc. and MediaOne Group), the Company is
offering you the opportunity to exchange your 7.96% Trust Originated Preferred
Securities of U S WEST Financing I (the "Old Preferred") for one of the
following:
(I) 9.30% TRUST ORIGINATED PREFERRED SECURITIES OF MEDIAONE FINANCE TRUST I
(THE "NEW PREFERRED"); OR
(II) $25.75 PER SHARE IN CASH
The New Preferred will have the exact same call features and redemption
features of the Old Preferred. Holders taking action will also receive accrued
and unpaid interest at the rate of 7.96% up to but not including the delivery
date or payment date.
In making your decision, please take note that the Company has been advised
by Standard & Poors and Moody's of the following ratings for both the Old
Preferred and the New Preferred securities:
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S & P MOODY'S
RATING RATING
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7.96% OLD PREFERRED.................................. *BBB- *BA3
9.30% NEW PREFERRED.................................. BBB- BA3
* Denotes downgrade.
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Please be aware that if any Old Preferred holder does not take action, they
will continue to own an Old Preferred, which will be guaranteed by MediaOne
Group. The risks involved in owning the Old Preferred include: (I) THE
DOWNGRADING OF THE OLD PREFERRED TO THE SAME LEVEL AS THE HIGHER YIELDING NEW
PREFERRED; (II) MEDIAONE GROUP WILL BE THE GUARANTOR OF BOTH THE OLD PREFERRED
AND THE NEW PREFERRED; (III) THE YIELD ON THE OLD PREFERRED IS LOWER THAN THE
NEW PREFERRED (7.96% VS. 9.30%); AND (IV) DESPITE NOT TAKING ACTION, THE HOLDERS
OF THE OLD PREFERRED WILL RECOGNIZE A TAXABLE EVENT.
We urge you to carefully read the Offer to Exchange and Consent Solicitation
Statement dated May 8, 1998, which was previously sent to you. The Offer to
Exchange and Consent Solicitation Statement provides you with detailed
information about the separation and the terms of the Offer and the New
Preferred securities.
TIME IS SHORT, THE EXCHANGE AND CONSENT SOLICITATION IS SET TO EXPIRE ON
TUESDAY, JUNE 9, 1998 AT 5:00 P.M., EASTERN STANDARD TIME. IT IS URGENT THAT YOU
CONTACT YOUR ACCOUNT REPRESENTATIVE AT YOUR BANK OR BROKERAGE FIRM TO DISCUSS
WHICH OPTION IS BEST FOR YOU.
If you have any questions, you can contact Beacon Hill Partners, Inc., the
Information Agent for the Exchange Offer at (800) 787-3120.
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May 26, 1998
Dear U S WEST FINANCING II Holder:
In connection with the separation of U S WEST, Inc (the "Company") into two
independent companies (U S WEST, Inc. and MediaOne Group), the Company is
offering you the opportunity to exchange your 8 1/4% Trust Originated Preferred
Securities of U S WEST Financing II (the "Old Preferred") for one of the
following:
(I) 9 1/2% TRUST ORIGINATED PREFERRED SECURITIES OF MEDIAONE FINANCE TRUST
II (THE "NEW PREFERRED"); OR
(II) $26.30 PER SHARE IN CASH
The New Preferred will have the exact same call features and redemption
features of the Old Preferred. Holders taking action will also receive accrued
and unpaid interest at the rate of 8 1/4% up to but not including the delivery
date or payment date.
In making your decision, please take note that the Company has been advised
by Standard & Poors and Moody's of the following ratings for both the Old
Preferred and the New Preferred securities:
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S & P MOODY'S
RATING RATING
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8 1/4% OLD PREFERRED................................. *BBB- *BA3
9 1/2% NEW PREFERRED................................. BBB- BA3
* Denotes downgrade.
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Please be aware that if any Old Preferred holder does not take action, they
will continue to own an Old Preferred, which will be guaranteed by MediaOne
Group. The risks involved in owning the Old Preferred include: (I) THE
DOWNGRADING OF THE OLD PREFERRED TO THE SAME LEVEL AS THE HIGHER YIELDING NEW
PREFERRED; (II) MEDIAONE GROUP WILL BE THE GUARANTOR OF BOTH THE OLD PREFERRED
AND THE NEW PREFERRED; (III) THE YIELD ON THE OLD PREFERRED IS LOWER THAN THE
NEW PREFERRED (8 1/4% VS. 9 1/2%); AND (IV) DESPITE NOT TAKING ACTION, THE
HOLDERS OF THE OLD PREFERRED WILL RECOGNIZE A TAXABLE EVENT.
We urge you to carefully read the Offer to Exchange and Consent Solicitation
Statement dated May 8, 1998, which was previously sent to you. The Offer to
Exchange and Consent Solicitation Statement provides you with detailed
information about the separation and the terms of the Offer and the New
Preferred securities.
TIME IS SHORT, THE EXCHANGE AND CONSENT SOLICITATION IS SET TO EXPIRE ON
TUESDAY, JUNE 9, 1998 AT 5:00 P.M., EASTERN STANDARD TIME. IT IS URGENT THAT YOU
CONTACT YOUR ACCOUNT REPRESENTATIVE AT YOUR BANK OR BROKERAGE FIRM TO DISCUSS
WHICH OPTION IS BEST FOR YOU.
If you have any questions, you can contact Beacon Hill Partners, Inc., the
Information Agent for the Exchange Offer at (800) 787-3120.
