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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. )
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
CALCULATION OF FILING FEE
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TRANSACTION VALUATION* AMOUNT OF FILING FEE
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$1,132,800,000 $226,560
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* The transaction value shown is only for the purpose of calculating the
filing fee. The calculation of the filing fee is based upon the market value
of the 7.96% Trust Originated Preferred Securities (liquidation amount $25
per security) of U S WEST Financing I and the 8 1/4% Trust Originated
Preferred Securities (liquidation amount $25 per security) of U S WEST
Financing II to be received by the registrants or cancelled in the exchange
as established by the price of securities of the same class, as determined
by the average of the high and low prices reported in the consolidated
reporting system as of May 4, 1998. The amount of the filing fee is
calculated in accordance with Section 13(e)(3) of the Securities Exchange
Act of 1934, as amended and Rule 0-11(b)(2) promulgated thereunder.
/X/ Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the form
or schedule and the date of its filing.
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Filing party:
U S WEST
Amount previously paid: Capital
$327,252 Funding, Inc.
Date filed:
Form or registration no.: April 15,
333-50227 1998
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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 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
(the "Old Series I Trust") to exchange their securities for either (i) an equal
amount of 9.30% Trust Originated Preferred Securities (the "New Series I
Preferred Securities") of MediaOne Finance Trust I (the "New Series I Trust") 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" and, together with the Old Series I
Preferred Securities, the "Old Preferred Securities") of U S WEST Financing II
(the "Old Series II Trust") to exchange their securities for either (i) an equal
amount of 9 1/2% Trust Originated Preferred Securities (the "New Series II
Preferred Securities" and, together with the New Series I Preferred Securities,
the "New Preferred Securities") of MediaOne Finance Trust II (the "New Series II
Trust") 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 (the "Guarantees"), to the extent the applicable trust has funds
available therefor, by U S WEST, Inc. ("U S WEST"). 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 (the "Offer to
Exchange"), and the related Letter of Transmittal and Consent (the "Letter of
Transmittal"). Copies of the Offer to Exchange and the related Letter of
Transmittal are filed as exhibits (a)(1) and (a)(2) hereto.
ITEM 1. SECURITY AND ISSUER.
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(a) The issuer of the Old Series I Preferred Securities is the Old Series I Trust. The issuer of the Old
Series II Preferred Securities is the Old Series II Trust. The issuer of the Guarantees is U S WEST. The
address of each of the issuers' principal executive office is 7800 East Orchard Road, Englewood Colorado
80111.
(b) The information contained in "Chapter 3: The Offers and Consent Solicitations--The Offers-- Terms of the
Offers" and "--Conditions to the Offers" of the Offer to Exchange is incorporated herein by reference. To
the best knowledge of Capital Funding, no Old Preferred Securities are being purchased from any officer,
director or affiliate of the Old Series I Trust or the Old Series II Trust.
(c) The information set forth in "Chapter 8: Certain Other Matters--Market Price Data" of the Offer to
Exchange is incorporated herein by reference.
(d) Capital Funding is filing this statement. The address of Capital Funding is 7800 East Orchard Road,
Englewood Colorado 80111. Capital Funding is a wholly owned subsidiary of U S WEST. U S WEST owns all of
the common securities of the Old Series I Trust and the Old Series II Trust.
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ITEM 2. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
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(a) The information set forth in "Chapter 4: The Separation--The Refinancing" of the Offer to Exchange is
incorporated herein by reference.
(b) The information set forth in "Chapter 4: The Separation--The Refinancing" of the Offer to Exchange is
incorporated herein by reference.
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ITEM 3. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE ISSUER OR
AFFILIATE.
The information set forth in "Chapter 3: The Offers and Consent
Solicitations--The Offers--Purpose of the Offers," "--General" and "Chapter
4: The Separation--The Refinancing" of the Offer to Exchange is incorporated
herein by reference.
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(a) The information set forth in "Chapter 3: The Offers and Consent
Solicitations--Listing and Trading of New Preferred Securities and Old Preferred
Securities" of the Offer to Exchange is incorporated herein by reference.
(b) The information set forth in "Chapter 4: The Separation--The Separation" and "--The
Refinancing" of the Offer to Exchange is incorporated herein by reference.
(c) The information set forth in "Chapter 4: The Separation--The Separation" and "--The
Refinancing" of the Offer to Exchange is incorporated herein by reference.
(d) The information set forth in "Chapter 5: Information About MediaOne--Management of
MediaOne" of the Offer to Exchange is incorporated herein by reference.
(e) The information set forth in "Chapter 3: The Offers and Consent Solicitations--The
Offers," "Chapter 4: The Separation--The Separation" and "--The Refinancing" and
"Chapter 6: The New Preferred Securities--Comparison of Rights of Securityholders"
of the Offer to Exchange is incorporated herein by reference.
(f) The information set forth in "Chapter 4: The Separation--The Separation" and "--The
Refinancing" of the Offer to Exchange is incorporated herein by reference.
(g) Not applicable.
(h) The information set forth in "Chapter 4: The Separation--The Separation" of the
Offer to Exchange is incorporated herein by reference.
(i) The information set forth in "Chapter 4: The Separation--The Separation" of the
Offer to Exchange is incorporated herein by reference.
(j) Not applicable.
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ITEM 4. INTEREST IN SECURITIES OF THE ISSUER.
Not applicable.
ITEM 5. CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO THE ISSUER'S SECURITIES.
None.
ITEM 6. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED.
The information set forth in "Chapter 8: Certain Other Matters--Dealer
Managers; Soliciting Dealers" and "--The Exchange Agent and Information
Agent" of the Offer to Exchange is incorporated herein by reference.
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ITEM 7. FINANCIAL INFORMATION.
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(a) The following documents, which have been filed by U S WEST (File No. 1-8611) with
the Securities and Exchange Commission (the "Commission") under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), are incorporated herein by
reference:
(1) U S WEST's Annual Report on Form 10-K for the year ended December 31, 1997 (as
amended by Form 10-K/A filed April 13, 1998).
(2) U S WEST's Current Reports on Form 8-K January 29, 1998, February 17, 1998, March
25, 1998 (as amended by Form 8-K/A filed April 13, 1998), April 17, 1998 and May 5,
1998.
All documents filed with the Commission by U S WEST pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act subsequent to the date hereof and prior to
the termination of this offering shall be deemed to be incorporated by reference
herein and to be a part hereof from the date any such document is filed.
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 hereof to
the extent that a statement contained herein (or in any other subsequently filed
document that also is or is deemed to be incorporated by reference herein) modifies
or supersedes such statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part hereof.
(b) The information set forth in "Chapter 5: Information About MediaOne--MediaOne
Unaudited Pro Forma Condensed Combined Financial Statements" of the Offer to
Exchange is incorporated herein by reference.
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ITEM 8. ADDITIONAL INFORMATION.
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(a) None.
(b) None, except for compliance with the Exchange Act and the rules and regulations
promulgated thereunder and compliance with applicable requirements of state
securities or "blue sky" laws.
(c) None.
(d) None.
(e) Reference is hereby made to the exhibits hereto, which are incorporated in their
entirety herein by reference.
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ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
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(a) Exhibit (a)(1) Offer to Exchange and Consent Solicitation, dated May 8, 1998.
Exhibit (a)(2) Form of Letter of Transmittal and Consent (incorporated by
reference to Exhibit 99-A to the Registration Statement on Form
S-4 filed by U S WEST, Inc., MediaOne Group Funding, Inc.,
MediaOne Finance Trust I and MediaOne Finance Trust II with the
Commission on April 15, 1998 (Registration No. 333-50227) (the
"Registration Statement)).
Exhibit (a)(3) Form of Notice of Guaranteed Delivery (incorporated by reference
to Exhibit 99-B to the Registration Statement).
Exhibit (a)(4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees (incorporated by reference to Exhibit
99-C to the Registration Statement).
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Exhibit (a)(5) Form of Letter to Clients (incorporated by reference to Exhibit
99-D to the Registration Statement).
(c) Exhibit (c)(1) Separation Agreement between U S WEST, Inc. (to be renamed
"MediaOne Group, Inc.") and USW-C, Inc. (to be renamed "U S WEST,
Inc.") (incorporated by reference to Exhibit 2-A to the
Registration Statement).
(d) Exhibit (d)(1) Tax Opinion of Weil, Gotshal & Manges LLP (incorporated by
reference to Exhibit 8-A to the Registration Statement).
(e) Exhibit (e)(1) See Exhibit (a)(1) hereto.
(f) None.
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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, INC.
By: /s/ STEPHEN E. BRILZ
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Name: Stephen E. Brilz
Title: ASSISTANT SECRETARY
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Dated: May 8, 1998
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EXHIBIT INDEX
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EXHIBIT DESCRIPTION
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(a)(1) Offer to Exchange and Consent Solicitation, dated May 8, 1998.
(a)(2) Form of Letter of Transmittal and Consent (incorporated by reference to Exhibit 99-A to the Registration
Statement).
(a)(3) Form of Notice of Guaranteed Delivery (incorporated by reference to Exhibit 99-B to the Registration
Statement).
(a)(4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (incorporated by
reference to Exhibit 99-C to the Registration Statement).
(a)(5) Form of Letter to Clients (incorporated by reference to Exhibit 99-D to the Registration Statement).
(c)(1) Form of Separation Agreement between U S WEST, Inc. (to be renamed "MediaOne Group, Inc.") and USW-C,
Inc. (to be renamed "U S WEST, Inc.") (incorporated by reference to Exhibit 2-A to the Registration
Statement).
(d)(1) Tax Opinion of Weil, Gotshal & Manges LLP (incorporated by reference to Exhibit 8-A to the Registration
Statement).
(e)(1) See Exhibit (a)(1) hereto.
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