<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 22, 1998
REGISTRATION NO. 333-51907
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- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
PRE-EFFECTIVE
AMENDMENT
NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
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<TABLE>
<S> <C>
USW-C, INC. U S WEST
(to be renamed "U S WEST, Inc.") CAPITAL FUNDING, INC.
(Exact name of registrant as specified in its charter)
DELAWARE COLORADO
(State or other jurisdiction of (State or other jurisdiction of
incorporation or organization) incorporation or organization)
84-0953188 84-1028672
(I.R.S. Employer (I.R.S. Employer
Identification Number) Identification Number)
</TABLE>
1801 CALIFORNIA STREET
DENVER, COLORADO 80202
(303) 672-2700
(Address, including zip code, and telephone number, including
area code, of both registrants' principal executive offices)
THOMAS O. MCGIMPSEY, ESQ.
USW-C, INC.
7800 EAST ORCHARD ROAD
ENGLEWOOD, COLORADO 80111
(303) 793-6676
(Name, address, including zip code, and telephone number of agent for service
for both registrants)
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after the effective date of the Registration Statement, as
determined by market conditions.
------------------------
THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAW OF ANY SUCH STATE.
<PAGE>
SUBJECT TO COMPLETION, DATED MAY 22, 1998
PROSPECTUS
[LOGO]
$3,500,000,000
U S WEST CAPITAL FUNDING, INC.
DEBT SECURITIES
UNCONDITIONALLY GUARANTEED AS TO PAYMENT OF PRINCIPAL,
PREMIUM, IF ANY, AND INTEREST, BY
USW-C, INC. (TO BE RENAMED "U S WEST, INC." AT SEPARATION)
U S WEST Capital Funding, Inc. ("Capital Funding") from time to time offers
its notes, debentures, or other debt securities (the "Debt Securities"), in one
or more series, up to an aggregate principal amount of $3,500,000,000 (or its
equivalent, based on the applicable exchange rate at the time of offering, in
such foreign currencies, or units of two or more thereof as shall be designated
by Capital Funding). Debt Securities may be issued in registered form without
coupons, bearer form with coupons attached, or in the form of a Global Security.
All Debt Securities will be unconditionally guaranteed as to payment of
principal, premium, if any, and interest by USW-C, Inc. (to be renamed "U S
WEST, Inc." at Separation) ("U S WEST").
When a particular series of Debt Securities is offered, a supplement to this
Prospectus will be delivered (the "Prospectus Supplement") together with this
Prospectus setting forth the terms of such Debt Securities, including, where
applicable, the specific designation, aggregate principal amount, denominations,
form of currency or currencies in which the principal, and premium, if any, and
interest are payable, maturity, rate (which may be fixed or variable) and time
of payment of interest, any terms for redemption or repurchase at the option of
Capital Funding or the holder, any terms for sinking fund payments, the initial
public offering price, the names of, and the principal amounts to be purchased
by, underwriters and the compensation of such underwriters, any listing of the
Debt Securities on a securities exchange, and the other terms in connection with
the offering and sale of such Debt Securities.
If an agent of Capital Funding or a dealer or an underwriter is involved in
the sale of the Debt Securities in respect of which this Prospectus is being
delivered, the agent's commission or dealer's or underwriter's discount will be
set forth in, or may be calculated from, the Prospectus Supplement. The net
proceeds to Capital Funding from such sale will be the purchase price of such
Debt Securities less such commission in the case of an agent, the purchase price
of such Debt Securities in the case of a dealer or the public offering price
less such discount in the case of an underwriter, and less, in each case, the
other attributable issuance expenses. The aggregate net proceeds to Capital
Funding from all the Debt Securities will be the purchase price of the Debt
Securities sold, less the aggregate of agents' commissions and dealers' and
underwriters' discounts and other expenses of issuance and distribution. The net
proceeds to Capital Funding from the sale of the Debt Securities will be set
forth in the Prospectus Supplement. See "Plan of Distribution" for possible
indemnification arrangements for any agents, dealers or underwriters.
------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
------------------------
The date of this Prospectus is , 1998.
<PAGE>
DESCRIPTION OF SEPARATION
U S WEST is currently a wholly-owned subsidiary of U S WEST, Inc. ("Old U S
WEST"). Old U S WEST currently conducts its business through two groups, U S
WEST Communications Group (the "Communications Group") and U S WEST Media Group
(the "Media Group").
On or about June 12, 1998, Old U S WEST will consummate a transaction in
which Old U S WEST is separated into two independent companies (the
"Separation"). In connection with the Separation, Old U S WEST will contribute
the businesses of the Communications Group and the domestic directories business
of Media Group ("Dex") (collectively, the "U S WEST Businesses") to U S WEST and
will distribute all of the U S WEST common stock to holders of Communications
Group common stock, other than $850 million in value of U S WEST common stock
that will be distributed to holders of Media Group common stock in connection
with the alignment of Dex with the Communications Group (the "Dex Alignment").
As used herein, references to U S WEST refer to the U S WEST Businesses prior to
the Separation and to U S WEST after the Separation. UNLESS OTHERWISE INDICATED,
THE DISCUSSIONS CONTAINED IN THIS PROSPECTUS ASSUME THE CONSUMMATION OF THE
SEPARATION.
AVAILABLE INFORMATION
U S WEST is subject to the informational requirements of the Securities
Exchange Act of 1934 (the "Exchange Act") and, in accordance therewith, files
reports, proxy statements, and other information with the Securities and
Exchange Commission (the "Commission"). Such reports, proxy statements, and
other information concerning U S WEST can be inspected and copied at the public
reference facilities maintained by the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the Commission's Regional Offices at Seven World
Trade Center, 13th Floor, New York, New York 10048; and Citicorp Center, 500
West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such
material can be obtained from the Public Reference Section of the Commission at
450 Fifth Street, N.W., Room 1024, Washington D.C. 20549, at prescribed rates.
The Commission maintains a Web site at http: //www.sec.gov that contains
reports, proxy and information statements and other information regarding
registrants that file electronically with the Commission, including U S WEST. U
S WEST's Common Stock is listed and traded on the New York Stock Exchange (the
"NYSE") and the Pacific Stock Exchange (the "PSE") and such material is
available for inspection at the offices of the NYSE, 20 Broad Street, New York,
New York 10005 and at the offices of PSE, 115 Sansome Street, 2nd Floor, San
Francisco, California 94104.
U S WEST and Capital Funding have filed with the Commission a registration
statement on Form S-3 (herein, together with all amendments and exhibits,
referred to as the "Registration Statement") under the Securities Act of 1933
(the "Securities Act"). This Prospectus does not contain all of the information
set forth in the Registration Statement, certain parts of which are omitted in
accordance with the rules and regulations of the Commission. For further
information, reference is hereby made to the Registration Statement.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents have been filed by U S WEST (and its predecessor Old
U S WEST) with the Commission and are incorporated herein by reference: (i) Old
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, (ii) Old U S WEST's Current Reports
on Form 8-K dated 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,
(iii) Old U S WEST's Proxy Statement on Schedule 14A filed with the Commission
on April 20, 1998, (iv) U S WEST's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1998 and (v) U S WEST's Current Report on Form 8-K dated May 15,
1998.
1
<PAGE>
All documents filed by U S WEST pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the termination of the offering of the Debt Securities shall be deemed to be
incorporated by reference into this Prospectus 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 Prospectus 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 and 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 Prospectus.
U S WEST and Capital Funding will provide without charge to each person to
whom a Prospectus is delivered, upon written or oral request of such person, a
copy of any or all of the documents which are incorporated by reference herein,
other than exhibits to such documents which are not specifically incorporated by
reference therein. Requests should be directed to Investor Relations, U S WEST,
1801 California Street, Denver, Colorado 80202 (telephone number (303)
896-1277).
FORWARD-LOOKING INFORMATION MAY PROVE INACCURATE
Some of the information presented herein or incorporated by reference
constitutes "forward-looking statements" within the meaning of Private
Securities Litigation Reform Act of 1995. Although U S WEST and Capital Funding
believe that their expectations are based on reasonable assumptions within the
bounds of their knowledge of their businesses and operations, there can be no
assurance that actual results will not differ materially from their
expectations. Factors that could cause actual results to differ from
expectations include: (i) greater than anticipated competition from new entrants
into the local exchange, intraLATA toll, wireless, data and directories markets;
(ii) changes in demand for U S WEST's products and services, including optional
custom calling features; (iii) higher than anticipated employee levels, capital
expenditures and operating expenses (such as costs associated with year 2000
remediation); (iv) the loss of significant customers; (v) pending regulatory
actions in state jurisdictions; (vi) regulatory changes affecting the
telecommunications industry, including changes that could have an impact on the
competitive environment in the local exchange market; (vii) a change in economic
conditions in the various markets served by U S WEST's operations; (viii)
greater than anticipated competitive activity requiring new pricing for
services; (ix) higher than anticipated start-up costs associated with new
business opportunities; (x) delays in U S WEST's ability to begin offering
interLATA long-distance services; or (xi) delays in the development of
anticipated technologies, or the failure of such technologies to perform
according to expectations.
U S WEST
U S WEST is a diversified communications company providing services
principally to customers in a 14-state mountain and western region of the United
States, which is comprised of the states of Arizona, Colorado, Idaho, Iowa,
Minnesota, Montana, Nebraska, New Mexico, North Dakota, Oregon, South Dakota,
Utah, Washington and Wyoming. U S WEST has operations in four principal areas:
(i) telecommunications and related services, (ii) wireless services, (iii)
high-speed data and Internet Services; and (iv) directory services. The major
component of U S WEST is U S WEST Communications, Inc. which provides
communications service to more than 25 million residential and business
customers in the region. U S WEST has one class of common stock, par value $.01
per share.
2
<PAGE>
U S WEST CAPITAL FUNDING, INC.
Capital Funding is a wholly-owned subsidiary of U S WEST and was
incorporated under the laws of the State of Colorado in June 1986. Capital
Funding provides financing to U S WEST and its affiliates through the issuance
of indebtedness guaranteed by U S WEST. The principal executive offices of
Capital Funding are located at 1801 California Street, Denver, Colorado 80202
(telephone number (303) 672-2700).
USE OF PROCEEDS
Capital Funding will apply the net proceeds from the sale of the Debt
Securities to its general funds to be used for the reduction of short-term and
long-term borrowings and/or loans to U S WEST and affiliates of U S WEST, which
will in turn use the funds for general corporate purposes, including
acquisitions, the refinancing of short-term and long-term borrowings, and for
other business opportunities. The amount and timing of these loans will depend
upon the future growth and financing requirements of U S WEST and its
affiliates.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the ratio of earnings to fixed charges for U
S WEST for the periods indicated. For the purpose of calculating this ratio,
earnings consist of income before income taxes, extraordinary items and
cumulative effect of change in accounting principle and fixed charges. Fixed
charges include interest on indebtedness and the portion of rentals
representative of the interest factor.
<TABLE>
<CAPTION>
PRO FORMA
--------------------
HISTORICAL
- ---------------------------------------------------- YEAR
THREE MONTHS ENDED THREE MONTHS
ENDED MARCH DECEMBER ENDED MARCH
YEAR ENDED DECEMBER 31, 31, 31, 31,
- ------------------------------------ ------------ ---- ------------
1993(1)(2) 1994(1) 1995(1) 1996(1) 1997(1) 1997(1) 1998(1) 1997(3) 1997(3) 1998(3)
- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
2.91 5.38 5.01 5.20 5.67 6.10 6.50 3.85 4.15 4.37
</TABLE>
- ------------------------------
(1) Historical ratios are based on the combined historical results of U S WEST
and exclude the effects of $3.9 billion of indebtedness (the "Dex
Indebtedness") which will be refinanced by U S WEST in connection with the
Dex Alignment.
(2) 1993 ratio includes a one-time restructuring charge of $930 million.
Excluding the restructuring charge, the ratio would have been 4.76.
(3) Based on the unaudited Pro Forma combined results of U S WEST which gives
effect to the refinancing by U S WEST of $3.9 billion of Dex Indebtedness in
connection with the Dex Alignment. For further information please see U S
WEST's Pro Forma financial statements which have been separately filed under
Form 8-K dated May 15, 1998.
DESCRIPTION OF DEBT SECURITIES AND GUARANTEES
The following description sets forth certain general terms and provisions of
the Debt Securities and Guarantees to which any Prospectus Supplement may
relate. The particular terms and provisions of the series of Debt Securities
offered by a Prospectus Supplement and the extent to which such general terms
and provisions described below may apply thereto, will be described in the
Prospectus Supplement relating to such series of Debt Securities.
The Debt Securities are to be issued under an Indenture ("Indenture"), to be
entered into among U S WEST, Capital Funding, and First National Bank of Chicago
("Trustee"). As of the date of this Prospectus, no Debt Securities had been
issued under the Indenture. The following summaries of certain provisions of the
Debt Securities, the Guarantees, and the Indenture do not purport to be complete
and are subject to, and are qualified in their entirety by reference to, all
provisions of the Debt Securities, the Guarantees, and the Indenture, including
the definitions therein of certain terms.
3
<PAGE>
Wherever particular sections or defined terms of the Indenture are referred to,
it is intended that such sections or defined terms shall be incorporated herein
by reference.
GENERAL
The Indenture does not limit the amount of Debt Securities which can be
issued thereunder and additional debt securities may be issued thereunder up to
the aggregate principal amount which may be authorized from time to time by, or
pursuant to a resolution of, Capital Funding's Board of Directors or by
supplemental indenture. Reference is made to the Prospectus Supplement for the
following terms of the particular series of Debt Securities being offered
hereby; (i) the title of the Debt Securities of the series; (ii) any limit upon
the aggregate principal amount of the Debt Securities of the series; (iii) the
date or dates on which the principal of the Debt Securities of the series will
mature; (iv) the rate or rates (or manner of calculations thereof), if any, at
which the Debt Securities of the series will bear interest, the date or dates
from which any such interest will accrue and on which such interest will be
payable, and, with respect to Debt Securities of the series in registered form,
the record date for the interest payable on any interest payment date; (v) the
place or places where the principal of and interest, if any, on the Debt
Securities of the series will be payable; (vi) any redemption or sinking fund
provisions; (vii) if other than the principal amount thereof, the portion of the
principal amount of Debt Securities of the series which will be payable upon
declaration of acceleration of the maturity thereof; (viii) whether the Debt
Securities of the series will be issuable in registered or bearer form or both,
any restrictions applicable to the offer, sale, or delivery of Debt Securities
in bearer form ("bearer Debt Securities"), and whether the terms upon which
bearer Debt Securities will be exchangeable for Debt Securities in registered
form ("registered Debt Securities") and vice versa; (ix) whether and under what
circumstances Capital Funding will pay additional amounts on the Debt Securities
of the series held by a person who is not a U.S. person (as defined below) in
respect of taxes or similar charges withheld or deducted and, if so, whether
Capital Funding will have the option to redeem such Debt Securities rather than
pay such additional amounts; (x) whether the Debt Securities will be denominated
or provide for payment in United States dollars or a foreign currency or units
of two or more such foreign currencies; and (xi) any additional provisions or
other special terms not inconsistent with the provisions of the Indenture,
including any terms which may be required by or advisable under United States
laws or regulations or advisable in connection with the marketing of Debt
Securities of such series. (Section 2.01 and 2.02.) To the extent not described
herein, principal, premium, if any, and interest will be payable, and the Debt
Securities of a particular series will be transferable, in the manner described
in the Prospectus Supplement relating to such series. Further, all Debt
Securities of any one series shall be substantially identical except as to
denomination and the rate or rates of interest, if any, and maturity and
currency and, except as may otherwise be provided in, or pursuant to, a
resolution of Capital Funding's Board of Directors or by supplemental indenture.
Each series of Debt Securities will constitute unsecured and unsubordinated
indebtedness of Capital Funding, and will rank on a parity with Capital
Funding's other indebtedness, and will have the benefit of the Guarantees
described herein. However, since U S WEST is a holding company, the right of U S
WEST and, hence, the right of creditors of U S WEST (including the holders of
the Debt Securities) to participate in any distribution of the assets of any
subsidiaries of U S WEST, whether upon liquidation, reorganization, or
otherwise, is subject to prior claims of creditors of the subsidiary, except to
the extent that claims of U S WEST itself as a creditor of a subsidiary may be
recognized.
Debt Securities of any series may be issued as registered Debt Securities or
bearer Debt Securities or both as specified in the term of the series. Unless
otherwise indicated in the Prospectus Supplement, Debt Securities will be issued
in denominations of $1,000 and integral multiples thereof, and bearer Debt
Securities will not be offered, sold, resold, or delivered to U.S. persons in
connection with their original issuance. For purposes of this Prospectus, "U.S.
person" means a citizen, national, or
4
<PAGE>
resident of the United States, a corporation, partnership, or other entity
created or organized in or under the laws of the United States, or any political
subdivision thereof, or an estate or trust which is subject to United States
federal income taxation regardless of its source of income.
To the extent set forth in the Prospectus Supplement, except in special
circumstances set forth in the Indenture, interest on bearer Debt Securities
will be payable only against presentation and surrender of the coupons for the
interest installments evidenced thereby as they mature at a paying agency of
Capital Funding located outside of the United States and its possessions.
(Section 2.05(c).) Capital Funding will maintain such an agency for a period of
two years after the principal of such bearer Debt Securities has become due and
payable. During any period thereafter for which it is necessary in order to
conform to United States tax law or regulations, Capital Funding will maintain a
paying agent outside the United States and its possessions to which the bearer
Debt Securities may be presented for payment and will provide the necessary
funds therefor to such paying agent upon reasonable notice. (Section 2.04)
Bearer Debt Securities and the coupons related thereto will be transferable
by delivery. (Section 2.08(e).)
If appropriate, federal income tax consequences applicable to a series of
Debt Securities will be described in the Prospectus Supplement relating thereto.
GLOBAL SECURITIES
The Debt Securities of a series may be issued in the form of one or more
fully registered global securities (each a "Global Security") that will be
deposited with, or on behalf of, a depositary (the "Depositary") identified in
the Prospectus Supplement relating to such series. Unless and until it is
exchanged for Debt Securities in definitive registered form, a Global Security
may not be transferred except as a whole by the Depositary for such Global
Security to a nominee of such Depositary or by a nominee of such Depositary to
such Depositary or another nominee of such Depositary or by such Depositary or
any such nominee to a successor of such Depositary or a nominee of such
successor.
The specific terms of the depositary arrangements with respect to a series
of Debt Securities will be described in the Prospectus Supplement relating to
such series. Capital Funding anticipates that the following provisions will
apply to all depositary arrangements.
Upon the issuance of a Global Security, the Depositary for such Global
Security will credit the accounts held with it with the respective principal
amounts of the Debt Securities represented by such Global Security. Such
accounts shall be designated by the underwriters or agents with respect to such
Debt Securities or by Capital Funding if such Debt Securities are offered and
sold directly by Capital Funding. Ownership of beneficial interests in a Global
Security will be limited to persons that have accounts with the Depositary for
such Global Security ("participants") or persons that may hold interests through
participants. Ownership of beneficial interests in such Global Security will be
shown on, and the transfer of that ownership will be effected only through,
records maintained by the Depositary for such Global Security or on the records
of participants. The laws of some states require that certain purchasers of
securities take physical delivery of such securities in definitive form. Such
limits and such laws may impair the ability to transfer beneficial interests in
a Global Security.
So long as the Depositary for a Global Security, or its nominee, is the
registered owner of such Global Security, such Depositary or such nominee, as
the case may be, will be considered the sole owner or holder of the Debt
Securities represented by such Global Security for all purposes under the
Indenture governing such Debt Securities. Except as provided below, owners of
beneficial interests in a Global Security will not be entitled to have Debt
Securities of the series represented by such Global Security registered in their
names, will not receive or be entitled to receive physical delivery of Debt
5
<PAGE>
Securities of such series in definitive form and will not be considered the
owners or holders thereof under the Indenture governing such Debt Securities.
Principal, premium, if any, and interest payments on Debt Securities
registered in the name of a Depositary or its nominee will be made to the
Depositary or its nominee, as the case may be, as the registered owner of the
Global Security representing such Debt Securities. Neither Capital Funding, the
Trustee for such Debt Securities, any Paying Agent nor the Security Registrar
for such Debt Securities will have any responsibility or liability for any
aspect of the records relating to or payments made on account of beneficial
ownership interests in the Global Security for such Debt Securities or for
maintaining, supervising or reviewing any records relating to such beneficial
ownership interests.
Capital Funding expects that the Depositary for a series of Debt Securities
issued in the form of a Global Security, upon receipt of any payment of
principal, premium or interest, will credit immediately participants' accounts
with payments in amounts proportionate to their respective beneficial interests
in the principal amount of the Global Security for such Debt Securities as shown
on the records of such Depositary. Capital Funding also expects that payments by
participants to owners of beneficial interests in such Global Security held
through such participants will be governed by standing instructions and
customary practices, as is now the case with securities held for the accounts of
customers in bearer form or registered in "street name", and will be the
responsibility of such participants.
If a Depositary for a series of Debt Securities is at any time unwilling or
unable to continue as depositary and a successor depositary is not appointed by
Capital Funding within 90 days, Capital Funding will issue Debt Securities of
such series in definitive form in exchange for the Global Security representing
such series of Debt Securities. In addition, Capital Funding may at any time and
in its sole discretion determine not to have the Debt Securities of a series
represented by a Global Security and, in such event, will issue Debt Securities
of such series in definitive form in exchange for the Global Security
representing such series of Debt Securities. In either instance, an owner of a
beneficial interest in a Global Security will be entitled to have Debt
Securities of the series represented by such Global Security equal in principal
amount to such beneficial interest registered in its name and will be entitled
to physical delivery of such Debt Securities in definitive form. Debt Securities
of such series so issued in definitive form will be issued in denominations of
$1,000 and integral multiples thereof and will be issued in registered form
only, without coupons.
GUARANTEES
U S WEST will unconditionally guarantee the due and punctual payment of the
principal, premium, if any, and interest on the Debt Securities when and as the
same shall become due and payable, whether at maturity, upon redemption, or
otherwise. (Section 2.16.) The Guarantees will rank equally with all other
unsecured and unsubordinated obligations of U S WEST.
EXCHANGE OF SECURITIES
To the extent permitted by the terms of a series of Debt Securities
authorized to be issued in registered form and bearer form, bearer Debt
Securities may be exchanged for an equal aggregate principal amount of
registered or bearer form Debt Securities of the same series and date of
maturity in such authorized denominations as may be requested upon surrender of
the bearer Debt Securities with all unpaid coupons relating thereto, at an
agency of Capital Funding maintained for such purpose and upon fulfillment of
all other requirements of such agent. (Section 2.08(b)). As of the date of this
Prospectus, United States Treasury regulations do not permit exchanges of
registered Debt Securities for bearer Debt Securities and, unless such
regulations are modified, the terms of a series of Debt Securities will not
permit registered Debt Securities to be exchanged for bearer Debt Securities.
6
<PAGE>
LIENS ON ASSETS
If at any time, Capital Funding mortgages, pledges, or otherwise subjects to
any lien the whole or any part of any property or assets now owned or hereafter
acquired by it, except as hereinafter provided, Capital Funding will secure the
outstanding Debt Securities, and any other obligations of Capital Funding which
may then be outstanding and entitled to the benefit of a covenant similar in
effect to this covenant, equally and ratably with the indebtedness or
obligations secured by such mortgage, pledge, or lien, for as long as any such
indebtedness or obligation is so secured. The foregoing covenant does not apply
to the creation, extension, renewal, or refunding of mortgages or liens created
or existing at the time property is acquired, created within 180 days
thereafter, or created for the purpose of securing the cost of construction and
improvement of property, or to the making of any deposit or pledge to secure
public or statutory obligations or with any governmental agency at any time
required by law in order to qualify Capital Funding to conduct its business or
any part thereof or in order to entitle it to maintain self-insurance or to
obtain the benefits of any law relating to workers' compensation, unemployment
insurance, old age pensions, or other social security, or with any court, board,
commission, or governmental agency as security incident to the proper conduct of
any proceeding before it. Nothing contained in the Indenture prevents any entity
other than Capital Funding from mortgaging, pledging, or subjecting to any lien
any of its property or assets, whether or not acquired from Capital Funding or U
S WEST. (Section 4.03.)
AMENDMENT AND WAIVER
Subject to certain exceptions, the Indenture may be amended or supplemented
by Capital Funding, U S WEST, and the Trustee with the consent of the holders of
a majority in principal amount of the outstanding Debt Securities of each series
affected by the amendment or supplement (with each series voting as a class), or
compliance with any provision may be waived with the consent of holders of a
majority in principal amount of the outstanding Debt Securities of each series
affected by such waiver (with each series voting as a class). However, without
the consent of each Debt Securityholder affected, an amendment or waiver may not
(i) reduce the amount of Debt Securities whose holders must consent to an
amendment or waiver; (ii) change the rate of or change the time for payment of
interest on any Debt Security; (iii) change the principal of or change the fixed
maturity of any Debt Security; (iv) waive a default in the payment of the
principal of or interest on any Debt Security; (v) make any Debt Security
payable in money other than that stated in the Debt Security; or (vi) impair the
right to institute suit for the enforcement of any payment on or with respect to
any Debt Security. (Section 9.02.) The Indenture may be amended or supplemented
without the consent of any Debt Securityholder (i) to cure any ambiguity,
defect, or inconsistency in the Indenture, the Debt Securities of any series or
the Guarantees; (ii) to provide for the assumption of all the obligations of
Capital Funding or U S WEST under the Debt Securities, any coupons related
thereto, the Guarantees, and the Indenture by any corporation in connection with
a merger, consolidation, transfer, or lease of Capital Funding's or U S WEST's
property and assets substantially as an entirety, as provided for in the
Indenture; (iii) to provide for uncertificated Debt Securities in addition to or
in place of certificated Debt Securities; (iv) to make any change that does not
adversely affect the rights of any Debt Securityholder; (v) to provide for the
issuance of and establish the form and terms and conditions of a series of Debt
Securities or the Guarantees endorsed thereon or to establish the form of any
certifications required to be furnished pursuant to the terms of the Indenture
or any series of Debt Securities; or (vi) to add to the rights of Debt
Securityholders. (Section 9.01.)
MERGER
Capital Funding or U S WEST may consolidate with or merge into, or transfer
or lease its property and assets substantially as an entirety, to another person
if that person is a corporation and assumes all the obligations, as the case may
be, of Capital Funding, under the Debt Securities, and any
7
<PAGE>
coupons related thereto and the Indenture, or of U S WEST, under the Guarantees
and the Indenture, and if, after giving effect to such transaction, a Default or
Event of Default would not occur or be continuing. Thereafter, all such
obligations of Capital Funding or U S WEST, as the case may be, shall terminate.
(Section 5.01 and 5.02.)
The general provisions of the Indenture do not afford holders of the Debt
Securities protection in the event of a highly-leveraged transaction,
reorganization, merger or similar transaction involving U S WEST or Capital
Funding that may adversely affect holders of the Debt Securities.
EVENTS OF DEFAULT
The following events are defined in the Indenture as "Events of Default"
with respect to a series of Debt Securities: (i) default in the payment of
interest on any Debt Security of each series for 90 days; (ii) default in the
payment of the principal of any Debt Security of such series; (iii) failure by
Capital Funding or U S WEST for 90 days after notice to it to comply with any of
its other agreements in the Debt Securities of such series, in the Indenture, in
the Guarantees, or in any supplemental indenture; and (iv) certain events of
bankruptcy or insolvency of Capital Funding or the Guarantor. (Section 6.01.) If
an Event of Default occurs with respect to the Debt Securities of any series and
is continuing, the Trustee or the holders of at least 25% in principal amount of
all of the outstanding Debt Securities of that series may declare the principal
(or, if the Debt Securities of that series are original issue discount Debt
Securities, such portion of the principal amount as may be specified in the
terms of that series) of all the Debt Securities of that series to be due and
payable. Upon such declaration, such principal (or, in the case of original
issue discount Debt Securities, such specified amount) shall be due and payable
immediately. (Section 6.02.)
Securityholders may not enforce the Indenture, the Debt Securities, or the
Guarantees, except as provided in the Indenture. The Trustee may require
indemnity satisfactory to it before it enforces the Indenture or the Debt
Securities. (Section 7.01.) Subject to certain limitations, holders of a
majority in principal amount of the Debt Securities of each series affected
(with each series voting as a class) may direct the Trustee in its exercise of
any trust power. (Section 6.05.) The Trustee may withhold from Debt
Securityholders notice of any continuing default (except a default in payment of
principal or interest) if it determines that withholding notice is in their
interests. (Section 7.05.)
CONCERNING THE TRUSTEE
U S WEST and certain of its affiliates, including Capital Funding, maintain
banking relationships in the ordinary course of business with the Trustee. In
addition, the Trustee and certain of its affiliates serve as trustee,
authenticating agent, or paying agent with respect to certain debt securities of
U S WEST and its affiliates.
PLAN OF DISTRIBUTION
GENERAL
Capital Funding may sell the Debt Securities being offered hereby: (i)
directly to purchasers, (ii) through agents, (iii) through underwriters, (iv)
through dealers, or (v) through a combination of any such methods of sale.
The distribution of the Debt Securities may be effected from time to time in
one or more transactions either (i) at a fixed price or prices, which may be
changed; (ii) at market prices prevailing at the time of sale; (iii) at prices
related to such prevailing market prices; or (iv) at negotiated prices.
Offers to purchase Debt Securities may be solicited directly by Capital
Funding or by agents designated by Capital Funding from time to time. Any such
agent, which may be deemed to be an underwriter, as that term is defined in the
Securities Act, involved in the offer or sale of the Debt
8
<PAGE>
Securities in respect of which this Prospectus is delivered will be named, and
any commissions payable by Capital Funding to such agent will be set forth, in
the Prospectus Supplement or the Pricing Supplement. Unless otherwise indicated
in the Prospectus Supplement or the Pricing Supplement, any such agent will be
acting on a best efforts basis for the period of its appointment. Agents may be
customers of, engage in transactions with, or perform services for, Capital
Funding in the ordinary course of business.
If an underwriter or underwriters are utilized in the sale, Capital Funding
and U S WEST will execute an underwriting agreement with such underwriters at
the time of sale to them and the names of the underwriters and the terms of the
transactions will be set forth in the Prospectus Supplement, which will be used
by the underwriters to make resales of the Debt Securities.
If a dealer is utilized in the sale of the Debt Securities in respect of
which this Prospectus is delivered, Capital Funding will sell such Debt
Securities to the dealer, as principal. The dealer may then resell such Debt
Securities to the public at varying prices to be determined by each dealer at
the time of resale.
Underwriters, dealers, agents, and other persons may be entitled, under
agreements which may be entered into with Capital Funding and U S WEST, to
indemnification against, or contribution with respect to, certain civil
liabilities, including liabilities under the Securities Act.
DELAYED DELIVERY ARRANGEMENTS
If so indicated in the Prospectus Supplement, Capital Funding will authorize
dealers or other persons acting as Capital Funding's agents to solicit offers by
certain institutions to purchase Debt Securities from Capital Funding pursuant
to contracts providing for payment and delivery on a future date. Institutions
with which such contracts may be made include commercial and savings banks,
insurance companies, pension funds, investment companies, educational and
charitable institutions, and others, but in all cases, such institutions must be
approved by Capital Funding. The obligations of any purchaser under any such
contract will not be subject to any conditions except that (a) the purchaser of
the Debt Securities shall not at the time of delivery be prohibited under the
laws of the jurisdiction to which such purchaser is subject, and (b) if the Debt
Securities are also being sold to underwriters, Capital Funding shall have sold
to such underwriters the Debt Securities not sold for delayed delivery. The
dealers and such other persons will not have any responsibility in respect of
the validity or performance of such contracts.
EXPERTS
The audited combined financial statements and combined financial statement
schedule of U S WEST and the audited consolidated financial statements and the
Supplementary Selected Proportionate Results of Operations of Old U S WEST for
the years ended December 31, 1997 and 1996 included in Old U S WEST's proxy
statement on Schedule 14A (the "Proxy Statement"), filed April 20, 1998, and the
audited consolidated financial statements, Supplementary Selected Proportionate
Results of Operations and financial statement schedule of Old U S WEST for the
years ended December 31, 1997 and 1996 included in Old U S WEST's Annual Report
on Form 10-K, as amended by Form 10-K/A filed April 13, 1998, have been audited
by Arthur Andersen LLP, independent public accountants, as indicated in their
reports with respect thereto, and are incorporated herein by reference in
reliance upon the authority of said firm as experts in accounting and auditing
in giving said reports.
The consolidated financial statements of Old U S WEST for the year ended
December 31, 1995 included in the Proxy Statement filed April 20, 1998, and the
consolidated financial statements and consolidated financial statement schedule
of Old U S WEST for the year ended December 31, 1995 included in Old U S WEST's
Annual Report on Form 10-K for the year ended December 31, 1997, as
9
<PAGE>
amended by Form 10-K/A filed April 13, 1998, have been incorporated herein by
reference in reliance on the reports of Coopers & Lybrand L.L.P., independent
accountants, given on the authority of that firm as experts in accounting and
auditing. The combined financial statements and combined financial statement
schedule of U S WEST for the year ended December 31, 1995 included in the Proxy
Statement filed April 20, 1998 have been incorporated herein by reference in
reliance on the report of Coopers & Lybrand L.L.P., independent accountants,
given on the authority of that firm as experts in accounting and auditing.
LEGAL OPINIONS
Certain legal matters relating to the Debt Securities and the Guarantees to
be offered hereby will be passed upon for Capital Funding and U S WEST by Thomas
O. McGimpsey, Corporate Counsel and Assistant Secretary of U S WEST.
10
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
<TABLE>
<S> <C>
Securities and Exchange Commission Filing Fee.................. $1,032,500
Rating Agency Fees............................................. 75,000*
Fees and Expenses of Trustee................................... 50,000*
Blue Sky Fees and Expenses..................................... 12,000*
Printing and Distributing Registration Statement, Prospectus,
Distribution Agreement, Underwriting Agreement, Indenture and
Miscellaneous Material....................................... 50,000*
Accountants' Fees.............................................. 12,500*
Legal Fees and Expenses........................................ 25,000*
Miscellaneous.................................................. 13,000*
----------
Total...................................................... $1,270,000*
----------
----------
</TABLE>
- ------------------------
* Estimated
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law (the "DGCL") permits the
board of directors of USW-C, Inc. (to be renamed "U S WEST, Inc." prior to any
offering hereunder) (the "Company") to indemnify any person against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlements
actually and reasonably incurred by him or her in connection with any
threatened, pending or completed action, suit or proceeding in which such person
is made a party by reason of his or her being or having been a director,
officer, employee or agent of the Company, in terms sufficiently broad to permit
such indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under 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.
The Company'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 section 102 of the DGCL, the Company's Restated Certificate
of Incorporation eliminates a director's personal liability for monetary damages
to the Company 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 Company or
its stockholders, for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law or for any transaction from
which the director derived an improper personal benefit.
The Bylaws of Capital Funding provide for the indemnification of directors
and officers to the extent permissible under applicable law. Section 7-109-102
of the Colorado Business Corporation Act (the "CBCA") specifies the
circumstances under which a corporation may indemnify its directors, officers,
employees or agents. For acts done in a person's "official capacity," the CBCA
generally requires that an act be done in good faith and in a manner reasonably
believed to be in the best interests of the corporation. In all other civil
cases, the person must have acted in good faith and in a way that was not
opposed to the corporation's best interests. In criminal actions or proceedings,
the CBCA imposes an additional requirement that the actor had no reasonable
cause to believe his
II-1
<PAGE>
conduct was unlawful. In any proceeding by or in the right of the corporation,
or charging a person with the improper receipt of a personal benefit, no
indemnification, except for court-ordered indemnification for reasonable
expenses occurred, can be made. Indemnification is mandatory when any director
or officer is wholly successful, on the merits or otherwise, in defending any
civil or criminal proceeding.
The directors and officers of the Company and Capital Funding are covered by
insurance policies indemnifying 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 the Company and
Capital Funding.
Any agents, dealers or underwriters who execute any of the agreements filed
as Exhibit 1 to this registration statement will agree to indemnify the Company
and Capital Funding directors and their officers who signed the registration
statement against certain liabilities which might arise under the Securities Act
with respect to information furnished to the Company and Capital Funding by or
on behalf of any such indemnifying party.
ITEM 16. EXHIBITS.
Exhibits identified in parentheses below are on file with the Commission and
are incorporated herein by reference to such previous filings. All other
exhibits are provided as part of this electronic transmission.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------ --------------------------------------------------------------------------
<S> <C>
(1-A.) Form of Underwriting Agreement.
(1-B.) Form of Distribution Agreement
(4-A.) Form of Indenture among U S WEST Capital Funding, Inc., USW-C, Inc. and
First National Bank of Chicago, as Trustee. The form or forms of Debt
Securities with respect to each particular series of Debt Securities
registered hereunder will be filed as an exhibit to a Current Report on
Form 8-K of U S WEST and incorporated herein by reference.
(5.) Opinion of Thomas O. McGimpsey.
12. Computation of Ratio of Earnings to Fixed Charges.
23-A. Consent of Arthur Andersen LLP.
23-B. Consent of Coopers & Lybrand L.L.P.
(23-C.) Consent of counsel is contained in opinion of counsel filed as Exhibit 5.
(24.) Powers of Attorney.
(25.) Statement of Eligibility of Trustee.
</TABLE>
ITEM 17. UNDERTAKINGS.
The Company and Capital Funding hereby undertake that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Company'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 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.
II-2
<PAGE>
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Company and Capital Funding pursuant to the provisions referred to in Item 15
(other than the insurance policies referred to therein), or otherwise, the
Company and Capital Funding have 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 Company or Capital Funding of expenses incurred or paid by a
director, officer or controlling person of the Company or Capital Funding in the
successful defense of any action, suit or proceeding) is asserted against the
Company or Capital Funding by such director, officer or controlling person in
connection with the securities being registered, the Company and Capital Funding
will, unless in the opinion of their 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.
The Company and Capital Funding hereby undertake:
(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 the undertakings set forth in paragraphs (i) and
(ii) above 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 Company pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in this
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.
The Company and Capital Funding hereby undertake that:
(1) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part
of a registration statement in reliance upon Rule 430A and contained in the
form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4)
or 497(h) under the Securities Act shall be deemed to be part of the
registration statement as of the time it was declared effective.
(2) For the purposes of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus 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.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, USW-C, Inc.
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-3 and has duly caused this amendment to the
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Denver, State of Colorado, on the 22nd day, of
May, 1998.
<TABLE>
<S> <C> <C>
USW-C, INC.
By /s/ THOMAS O. MCGIMPSEY
------------------------------------------
Thomas O. McGimpsey
ASSISTANT SECRETARY
</TABLE>
Pursuant to the requirements of the Securities Act of 1933, this amendment
to the registration statement has been signed below by the following persons in
the capacities and on the date indicated.
PRINCIPAL EXECUTIVE OFFICER:
/s/ SOLOMON D. TRUJILLO*
- ------------------------------ President and Chief
Solomon D. Trujillo Executive Officer
PRINCIPAL FINANCIAL AND
ACCOUNTING OFFICER:
/s/ ALLAN R. SPIES* Executive Vice President
- ------------------------------ and Chief Financial
Allan R. Spies Officer
DIRECTOR:
/s/ SOLOMON D. TRUJILLO*
- ------------------------------
Solomon D. Trujillo
*By: /s/ THOMAS O. MCGIMPSEY
-------------------------
Thomas O. McGimpsey
ASSISTANT SECRETARY
ATTORNEY-IN-FACT
Dated: May 22, 1998
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, U S WEST Capital
Funding, Inc. certifies that it has reasonable grounds to believe that it meets
all the requirements for filing on Form S-3 and has duly caused this amendment
to the registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Denver, State of Colorado, on the 22nd
day of May, 1998.
<TABLE>
<S> <C> <C>
U S WEST CAPITAL FUNDING, INC.
By /s/ THOMAS O. MCGIMPSEY
------------------------------------------
Thomas O. McGimpsey
ASSISTANT SECRETARY
</TABLE>
Pursuant to the requirements of the Securities Act of 1933, this amendment
to the registration statement has been signed below by the following persons in
the capacities and on the date indicated.
PRINCIPAL EXECUTIVE OFFICER:
/s/ ALLAN R. SPIES*
- ------------------------------ President
Allan R. Spies
PRINCIPAL FINANCIAL OFFICER:
/s/ SEAN P. FOLEY*
- ------------------------------ Vice President and
Sean P. Foley Treasurer
PRINCIPAL ACCOUNTING OFFICER:
/s/ OSCAR X. MUNOZ*
- ------------------------------ Vice President and
Oscar X. Munoz Controller
DIRECTORS:
/s/ MICHAEL P. GLINSKY*
- ------------------------------
Michael P. Glinsky
/s/ SEAN P. FOLEY*
- ------------------------------
Sean P. Foley
/s/ ALLAN R. SPIES*
- ------------------------------
Allan R. Spies
*By: /s/ THOMAS O. MCGIMPSEY
-------------------------
Thomas O. McGimpsey
ATTORNEY-IN-FACT
Dated: May 22, 1998
II-5
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- --------- --------------------------------------------------------------------------------------------------------
<S> <C>
(1-A.) Form of Underwriting Agreement
(1-B.) Form of Distribution Agreement
(4-A.) Form of Indenture among U S WEST Capital Funding, Inc., USW-C, Inc. and First National Bank of Chicago,
as Trustee. The form or forms of Debt Securities with respect to each particular series of Debt
Securities registered hereunder will be filed as an exhibit to a Current Report on Form 8-K of U S
WEST and incorporated herein by reference.
(5.) Opinion of Thomas O. McGimpsey.
12. Computation of Ratio of Earnings to Fixed Charges.
23-A. Consent of Arthur Andersen LLP.
23-B. Consent of Coopers & Lybrand L.L.P.
(23-C.) Consent of counsel is contained in opinion of counsel filed as Exhibit 5.
(24.) Powers of Attorney.
(25.) Statement of Eligibility of Trustee.
</TABLE>
<PAGE>
EXHIBIT 12
USW-C, INC.
RATIO OF EARNINGS TO FIXED CHARGES
(DOLLARS IN MILLIONS)
<TABLE>
<CAPTION>
Year Ended
-----------------------------------------------------------------------------------------
Pro forma
12/31/97(3) 12/31/97(1) 12/31/96(1) 12/31/95(1) 12/31/94(1) 12/31/93(1)(2)
----------- ----------- ----------- ----------- ----------- --------------
<S> <C> <C> <C> <C> <C> <C>
Income before income taxes, extra-
ordinary items and cumulative effect
of change in accounting principle $ 2,186 $ 2,429 $ 2,377 $ 2,248 $ 2,214 $ 962
Interest expense (net of amounts
capitalized) 648 405 448 429 381 415
Interest factor on rentals (1/3) 91 91 79 83 80 88
----------- ----------- ----------- ----------- ----------- --------------
Earnings $ 2,925 $ 2,925 $ 2,904 $ 2,760 $ 2,675 $ 1,465
----------- ----------- ----------- ----------- ----------- --------------
----------- ----------- ----------- ----------- ----------- --------------
Interest expense $ 668 $ 425 $ 479 $ 468 $ 417 $ 415
Interest factor on rentals (1/3) 91 91 79 83 80 88
----------- ----------- ----------- ----------- ----------- --------------
Fixed charges $ 759 $ 516 $ 558 $ 551 $ 497 $ 503
----------- ----------- ----------- ----------- ----------- --------------
----------- ----------- ----------- ----------- ----------- --------------
Ratio of earnings to fixed charges 3.85 5.67 5.20 5.01 5.38 2.91
----------- ----------- ----------- ----------- ----------- --------------
----------- ----------- ----------- ----------- ----------- --------------
</TABLE>
<TABLE>
<CAPTION>
Quarter Ended
--------------------------------------------------------
Pro forma Historical
-------------------------- --------------------------
3/31/98(3) 3/31/97(3) 3/31/98(1) 3/31/97(1)
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Income before income taxes $ 632 $ 609 $ 693 $ 670
Interest expense (net of amounts
capitalized) 158 164 97 103
Interest factor on rentals (1/3) 22 20 22 20
----------- ----------- ----------- -----------
Earnings $ 812 $ 793 $ 812 $ 793
----------- ----------- ----------- -----------
----------- ----------- ----------- -----------
Interest expense $ 164 $ 171 $ 103 $ 110
Interest factor on rentals (1/3) 22 20 22 20
----------- ----------- ----------- -----------
Fixed charges $ 186 $ 191 $ 125 $ 130
----------- ----------- ----------- -----------
----------- ----------- ----------- -----------
Ratio of earnings to fixed charges 4.37 4.15 6.50 6.10
----------- ----------- ----------- -----------
----------- ----------- ----------- -----------
</TABLE>
- ----------------------------------------
(1) Historical ratios are based on the combined historical results of U S WEST
and exclude the effects of $3.9 billion of indebtedness (the "Dex
Indebtedness") which will be refinanced by U S WEST in connection with
the Dex Alignment (as previously defined in the Registration Statement).
(2) 1993 ratio includes a one-time restructuring charge of $930 million.
Excluding the restructuring charge, the ratio would have been 4.76.
(3) Based on the unaudited Pro Forma combined results of U S WEST which gives
effect to the refinancing by U S WEST of $3.9 billion of Dex Indebtedness in
connection with the Dex Alignment. For further information please see U S
WEST's Pro Forma financial statements which have been separately filed
under Form 8-K dated May 15, 1998.
<PAGE>
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,
1998 (except with respect to the matter discussed in Note 21 of the U S WEST,
Inc. consolidated financial statements, as to which the date is April 6, 1998)
on the consolidated financial statements, the consolidated financial statement
schedule, and the Supplementary Selected Proportionate Results of Operations
of U S WEST, Inc., included in U S WEST, Inc.'s Form 10-K, as amended on Form
10-K/A filed April 13, 1998, and the combined financial statements and
combined financial statement schedule of USW-C, Inc. and the consolidated
financial statements and the Supplementary Selected Proportionate Results of
Operations of U S WEST, Inc. included in U S WEST, Inc.'s proxy statement on
Schedule 14A filed April 20, 1998, respectively, all for the years ended
December 31, 1997 and 1996, and to all references to our Firm included in this
registration statement.
/s/ Arthur Andersen LLP
Denver, Colorado,
May 22, 1998.
<PAGE>
Exhibit 23-B
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in this joint Registration
Statement on Form S-3 of USW-C, Inc. and U S WEST Capital Funding, Inc. of
our reports dated February 12, 1996 on our audits of the consolidated
financial statements and financial statement schedule of U S WEST, Inc. for the
year ended December 31, 1995, which reports are included in U S WEST, Inc.'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 and of our report dated February 12, 1996
on our audit of the consolidated financial statements of U S WEST, Inc. for
the year ended December 31, 1995, included in U S WEST Inc.'s Proxy Statement
dated April 20, 1998.
We consent to the incorporation by reference in this joint Registration
Statement on Form S-3 of USW-C, Inc. and U S WEST Capital Funding, Inc. of
our reports dated February 6, 1998, on our audit of the combined financial
statements and combined financial statement schedule of New U S WEST for the
year ended December 31, 1995, which report is included in U S WEST Inc.'s
Proxy Statement dated April 20, 1998.
We also consent to the reference to our firm under the caption "Experts".
/s/ Coopers & Lybrand L.L.P.
Denver, Colorado
May 22, 1998
