===============================================================================
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
---------------
FORM 8-A
---------------
For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or (g) of the
Securities Exchange Act of 1934
<TABLE>
<CAPTION>
<S> <C>
U S WEST Capital Funding, Inc. U S WEST, Inc.
(Exact Name of Registrant as (Formerly "USW-C, Inc.")
Specified in its Charter) (Exact Name of Registrant as
Specified in its Charter)
Colorado Delaware
(State of Incorporation (State of Incorporation
or Organization) or Organization)
84-1028672 84-0953188
(I.R.S. Employer Identification No.) (I.R.S. Employer Identification No.)
</TABLE>
1801 California Street, Denver, Colorado 80202
(Address and Zip Code of Principal Executive Offices of Both Registrants)
Securities to be registered pursuant to Section 12(b) of the Act:
<TABLE>
<CAPTION>
<S> <C>
Title of Each Class of Name of Each Exchange on Which
Securities to be Registered Each Class is to be Registered
------------------------------------------------ -------------------------------------------
$500,000,000 6.125% Notes due 2002 New York Stock Exchange
of U S WEST Capital Funding, Inc.
Guarantee of 6.125% Notes due 2002 New York Stock Exchange
by U S WEST, Inc.
</TABLE>
If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. [X]
If this Form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to the General
Information Instruction A.(d), check the following box. [ ]
Securities Act registration statement file number
to which this form relates (if applicable): 333-51907
Securities to be registered pursuant to Section 12(g) of the Act:
None (Title of Class)
===============================================================================
<PAGE>
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
For a full description of the $500,000,000 6.125% Notes due 2002 (the "Notes")
of U S WEST Capital Funding, Inc. ("Capital Funding") and the guarantee (the
"Guarantee") of U S WEST, Inc. ("U S WEST") to be registered hereby, reference
is made to (i) the information contained under the caption "Description of Debt
Securities and Guarantees" in the Prospectus, dated June 24, 1998 (the
"Prospectus"), which forms part of the Registration Statement on Form S-3
(333-51907 and 333-51907-01) filed by Capital Funding and U S WEST with the
Securities and Exchange Commission on May 6, 1998 under the Securities Act of
1933, as amended (the "Registration Statement), and (ii) the information
contained under the caption "Description of Notes and Debentures" in the
Prospectus Supplement relating to the Notes, dated June 24, 1998 (the
"Prospectus Supplement") to the Prospectus. The information contained in the
Registration Statement, the Prospectus, and the Prospectus Supplement is
incorporated herein by reference.
Item 2. Exhibits.
<TABLE>
<CAPTION>
Exhibit
Number Description
- ----------------- ---------------------------------------------------------
<S> <C>
3-A Restated Certificate of Incorporation of U S WEST, Inc.
(incorporated by reference to Exhibit 3-A to the
USW-C, Inc. (renamed U S WEST, Inc.) Registration
Statement on Form S-4, File No. 333-45765).
3-B Bylaws of U S WEST, Inc. (incorporated by reference to
Exhibit 3(ii) to the U S WEST, Inc. Form 8-K, dated June
17, 1998).
4-A Form of 6.125% Notes due July 15, 2002 of U S WEST Capital
Funding, Inc., unconditionally guaranteed as to the
payment of principal and interest by U S WEST, Inc., in
the aggregate principal amount of $500,000,000
(incorporated by reference to Exhibit 4-A to the U S WEST,
Inc. Form 8-K dated June 29, 1998).
4-B Form of Guarantee (included in Exhibit 4-A).
4-C Form of Indenture, among U S WEST Capital Funding, Inc.,
U S WEST, Inc. and First National Bank of Chicago, as
Trustee (incorporated herein by reference to Exhibit No.
4-A to the Registrants' Form S-3 Registration Statement,
as filed with the United States Securities and Exchange
Commission on May 6, 1998, as amended).
</TABLE>
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the Registrants have duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized, on this 15th day of
July, 1998.
U S WEST CAPITAL FUNDING, INC.
By: /s/ THOMAS O. McGIMPSEY
-------------------------------------------
Name: Thomas O. McGimpsey
Title: Assistant Secretary
U S WEST, INC.
(Formerly "USW-C, Inc.")
By: /s/ THOMAS O. McGIMPSEY
-------------------------------------------
Name: Thomas O. McGimpsey
Title: Assistant Secretary
