-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, R+CWd5LOnpvwi0tg0k5mFPNyYGrIygCRVuxz0/Qj9R2XpjSNrb6zDFtO12n8PoRM Bn7Q6m00ve5o1g6Hhr08FA== 0000732718-95-000018.txt : 19951003 0000732718-95-000018.hdr.sgml : 19951003 ACCESSION NUMBER: 0000732718-95-000018 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 19950929 EFFECTIVENESS DATE: 19951018 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: US WEST INC CENTRAL INDEX KEY: 0000732718 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 840926774 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-63093 FILM NUMBER: 95577723 BUSINESS ADDRESS: STREET 1: 7800 E ORCHARD RD STREET 2: SUITE 480 CITY: ENGLEWOOD STATE: CO ZIP: 80111 BUSINESS PHONE: 3037936629 MAIL ADDRESS: STREET 1: 7800 EAST ORCHARD ROAD STREET 2: SUITE 480 CITY: ENGLEWOOD STATE: CO ZIP: 80111 S-8 1 FORM S-8 As filed with the Securities and Exchange Commission on September 29, 1995. Registration No. 33- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 U S WEST, INC. (Exact name of registrant as specified in its charter) Delaware 84-0926774 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 7800 East Orchard Road Englewood, Colorado 80111 (303) 793-6500 (Address, zip code, telephone number, and area code, of registrant's principal executive offices) U S WEST, INC. 1994 STOCK PLAN (Full title of the Plan) STEPHEN E. BRILZ, ESQ. U S WEST, INC. 7800 East Orchard Road Englewood, Colorado 80111 (303) 793-6626 (Name, address, zip code, telephone number and area code, of agent for service)
CALCULATION OF REGISTRATION FEE Title of each class of securities to be registered Amount to Proposed maximum Proposed maximum be registered offering price per aggregate offering share (1) price (1) U S WEST Communications Group Common Stock, $.01 par value (2) 15,000,000 U S WEST Media Group Common Stock, $.01 par value (2) 15,000,000 Total 30,000,000 $ 46.5625 $ 698,437,500 CALCULATION OF REGISTRATION FEE Title of each class of securities to be registered Amount of registration fee (1) U S WEST Communications Group Common Stock, $.01 par value (2) U S WEST Media Group Common Stock, $.01 par value (2) Total $ 240,843
______________________________________________________________________________ (1) The registration fee for all securities registered hereby, $240,843, has been calculated as follows: one twenty-ninth (1/29) of one percent of $46.5625 (the average of the high and low prices reported in the consolidated reporting system of the New York Stock Exchange on September 22, 1995) multiplied by 15,000,000 shares of Existing Common Stock of U S WEST, Inc. (2) Includes Proposed Stock Purchase Rights which, prior to the occurrence of certain events, will not be exercisable separately from the Communications Stock or Media Stock, as applicable. 9 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The following documents have been filed by U S WEST, Inc., a Delaware corporation ("U S WEST" of the "Company") or U S WEST, Inc., a Colorado corporation ("U S WEST Colorado") with the Securities and Exchange Commission (the "Commission"), (File No. 1_8611) and are incorporated herein by reference: (1) Annual Report on Form 10_K for the year ended December 31, 1994. (2) Quarterly Reports on Form 10_Q for the quarters ended March 31, 1995 and June 30, 1995. (3) Current Reports on Form 8-K dated January 19, 1995, April 10, 1995, April 18, 1995, May 23, 1995 (as amended by Forms 8-K/A filed on July 12, 1995 and August 24, 1995), June 20, 1995, July 28, 1995, September 22, 1995 and September 28, 1995. (4) The description of the Communications Stock, the Media Stock, and the Communications Rights and Media Rights issuable pursuant to an Amended and Restated Rights Agreement between the Company and State Street Bank and Trust Company, as Rights Agent, set forth in Item 4 of the Company's Registration Statement on Form 8-B filed with the Commission August 23, 1995. All documents filed by U S WEST pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this registration statement and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement 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 registration statement 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 or 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 registration statement. Item 4. Description of Securities. The class of securities to be offered hereby is registered under Section 12 of the Exchange Act. Item 5. Interests of Named Experts and Counsel. Not Applicable. Item 6. Indemnification of Directors and Officers. Section 145 of the Delaware General Corporation Law (the "DGCL") permits U S WEST's board of directors to indemnify any person against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with any threatened, pending or completed action, suit or proceeding in which such person is made a party by reason of his being or having been a director, officer, employee or agent of the Registrant, in terms sufficiently broad to permit such indemnification under certain circumstances for liabilities (including reimbursement for expenses incurred) arising under the Securities Act of 1933, as amended (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. U S WEST'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 sections 102 and 145 of the DGCL, U S WEST's Restated Certificate of Incorporation eliminates a director's personal liability for monetary damages to the Registrant 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 Registrant or its stockholders, for act or omissions not in good faith or which involve intentional misconduct or a knowing violation of law or for any transaction which the director derived an improper personal benefit. The directors and officers of U S WEST are covered by insurance policies indemnifying them 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 U S WEST. Item 7. Exemption from Registration Claimed. Not Applicable. Item 8. Exhibits. Exhibits identified in parentheses below are on file with the SEC, and are incorporated herein by reference to such previous filings.
Exhibit - -------- Number Description - -------- --------------------------------------------------------------------------- (2) Agreement and Plan of Merger, dated as of August 17, 1995, between U S WEST, Inc., a Colorado corporation, and U S WEST, Inc., a Delaware corporation (Exhibit 2 to Registration Statement No. 33-59315). (3-A) Restated Certificate of Incorporation of U S WEST, Inc., a Delaware corporation (Exhibit 3-A to Registration Statement No. 33-59315). (3-B) Bylaws of U S WEST, Inc., a Delaware corporation (Exhibit 3-B to Registration Statement No. 33-59315). (4) Form of Amended and Restated Rights Agreement between U S WEST, Inc., a Delaware corporation, and State Street Bank and Trust Company, as Rights Agent (Exhibit 4-A to Registration Statement No. 33-59315). 5 Opinion of Stephen E. Brilz, Senior Attorney and Assistant Secretary of U S WEST, Inc., regarding the legality of the Securities being registered. 23-A Consents of Coopers & Lybrand L.L.P. 23-B Consent of Ernst & Young LLP 23-C Consents of KPMG Peat Marwick LLP 23-D Consent of Arthur Andersen LLP 23-E The Consent of Stephen E. Brilz, Senior Attorney and Assistant Secretary of U S WEST, Inc., is included in the opinion of counsel filed as Exhibit 5. 24 Powers of Attorney executed by directors and officers who signed this registration statement.
Item 9. Undertakings. (a) RULE 415 OFFERINGS. U S WEST hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to the 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 paragraphs (a)(1)(i) and (a)(1)(ii) 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 registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the 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. (b) FILINGS INCORPORATING SUBSEQUENT EXCHANGE ACT DOCUMENTS BY REFERENCE. The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant'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 Securities 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. (c) FORM S-8 UNDERTAKINGS. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has 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 registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its 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. SIGNATURES THE REGISTRANT. Pursuant to the requirements of the Securities Exchange Act of 1933, U S WEST, Inc. certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Englewood, State of Colorado, on the 29th day of September, 1995. U S WEST, Inc. /S/ STEPHEN E. BRILZ By:______________________________________ Stephen E. Brilz Assistant Secretary Pursuant to the requirements of the Securities Exchange Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
PRINCIPAL EXECUTIVE OFFICER: Richard D. McCormick* Chairman of the Board, President and Chief Executive Officer PRINCIPAL FINANCIAL OFFICER: James T. Anderson* Acting Executive Vice President and Chief Financial Officer
DIRECTORS: Richard Cheney* Remedios Diaz-Oliver* Grant A. Dove* Allan D. Gilmour* Pierson M. Grieve* Shirley M. Hufstedler* Allen F. Jacobson* Richard D. McCormick* Marilyn C. Nelson* Frank Popoff* Jerry O. Williams* /S/ STEPHEN E. BRILZ *By ______________________________ Stephen E. Brilz Attorney-in-Fact Dated: September 29, 1995 EXHIBIT INDEX
Exhibit - -------- Number Description - -------- ----------------------------------------------------- (2) Agreement and Plan of merger, dated as of August 17, 1995, between U S WEST, Inc., a Colorado corporation, and U S WEST, Inc., a Delaware corporation (Exhibit 2 to Registration Statement No. 33-59315). (3-A) Restated Certificate of Incorporation of U S WEST, Inc., a Delaware corporation (Exhibit 3-A to Registration Statement No. 33-59315). (3-B) Bylaws of U S WEST, Inc., a Delaware corporation (Exhibit 3-B to Registration Statement No. 33-59315). (4) Form of Amended and Restated Rights Agreement between U S WEST, Inc., a Delaware corporation, and State Street59315). 5 Opinion of Stephen E. Brilz, Senior Attorney and Assistant Secretary of U S WEST, Inc., regarding the legality of the securities being registered. 23-A Consents of Coopers & Lybrand L.L.P. 23-B Consent of Ernst & Young LLP 23-C Consents of KPMG Peat Marwick LLP 23-D Consent of Arthur Andersen LLP 23-E Consent of Stephen E. Brilz, Senior Attorney and Assistant Secretary of U S WEST, Inc., is included in the opinion of counsel filed as Exhibit 5. 24 Powers of Attorney executed by directors and officers who signed this registration statement.
EX-5 2 OPINION EXHIBIT 5 U S WEST, Inc. 7800 East Orchard Road Suite 480 Englewood, Colorado 80111 Stephen E. Brilz Senior Counsel-Securities and Assistant Secretary September 29, 1995 U S WEST, Inc. 7800 East Orchard Road Englewood, Colorado 80111 Ladies and Gentlemen: I refer to the registration statement on Form S-8 (the "Registration Statement") under the Securities Act of 1933, as amended, to be filed by U S WEST, Inc. a Colorado corporation, (the "Company"), with the Securities and Exchange Commission (the "Commission") on September 29, 1995. The Registration Statement covers 15,000,000 shares of U S WEST Communications Group common stock, $.01 par value, and 15,000,000 shares of U S WEST Media Group common stock, $.01 par value, (the "Shares") which may be issued from time to time pursuant to the U S WEST, Inc. 1994 Stock Plan (the "Plan"). I have made such legal and factual examinations and inquiries as I deemed advisable for the purpose of rendering this opinion. I am familiar with the proceedings taken and proposed to be taken in connection with the authorization, issuance and sale of the Shares. Based on my examination and inquiries, it is my opinion that the Shares, upon issuance thereof in accordance with the terms of the Plan will be validly issued, fully paid, and non-assessable. I hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, /s/ Stephen E. Brilz Stephen E. Brilz EX-23 3 CONSENT - COOPERS EXHIBIT 23-A CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS We consent to the incorporation by reference in the Registration Statement of U S WEST, Inc. on Form S-8 of our report, which is included in U S WEST, Inc.'s Current Report on Form 8-K dated September 28, 1995, which includes an explanatory paragraph regarding the discontinuance of accounting for the operations of U S WEST Communications, Inc. in accordance with Statement of Financial Accounting Standard No. 71, "Accounting for the Effects of Certain Types of Regulation," in 1933, and a change in the method of accounting for postretirement benefits other than pensions and other postemployment benefits in 1992, dated January 18, 1995, on our audits of the consolidated financial statements of U S WEST, Inc., as of December 31, 1994 and 1993, and for the years ended December 31, 1994, 1993 and 1992. We consent to the incorporation by reference in the Registration Statement of U S WEST, Inc. on Form S-8 of our report, which is included in U S WEST, Inc.'s Current Report on Form 8-K dated September 28, 1995, which includes an explanatory paragraph regarding the discontinuance of accounting of the operations of U S WEST Communications, Inc. in accordance with Statement of Financial Accounting Standard No 71, "Accounting for the Effects of Certain Types of Regulation," in 1993, and a change in the method of accounting for postretirement benefits other than pensions and other postemployment benefits in 1992, dated May 12, 1995, on our audits of the combined financial statements of U S WEST Communications Group as of December 31, 1994 and 1993, and for the years ended December 31, 1994, 1993 and 1992. We consent to the incorporation by reference in the Registration Statement of U S WEST, Inc. on Form S-8 of our report, which is included in U S WEST, Inc.'s Current Report on Form 8-K dated September 28, 1995, which includes an explanatory paragraph regarding a change in the method of accounting for postretirement benefits other than pensions and other postemployment benefits in 1992, dated May 12, 1995, on our audits of the combined financial statements of U S WEST Media Group, as of December 31, 1994 and 1993, and for the years ended December 31, 1994, 1993 and 1992. /S/ COOPERS & LYBRAND L.L.P. Denver, Colorado September 29, 1995 EXHIBIT 23-A (continued) CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS We consent to the incorporation by reference in the Registration Statement of U S WEST, Inc. on Form S-8 of our reports, which are included in U S WEST, Inc.'s Annual Report on Form 10-K, which include an explanatory paragraph regarding the discontinuance of accounting for the operations of U S WEST Communications, Inc. in accordance with Statement of Financial Accounting Standard No. 71, "Accounting for the Effects of Certain Types of Regulation," in 1993, and a change in the method of accounting for postretirement benefits other than pensions and other postemployment benefits in 1992, dated January 18, 1995, on our audits of the consolidated financial statements and consolidated financial statement schedule of U S WEST, Inc., as of December 31, 1994 and 1993, and for the years ended December 31, 1994, 1993 and 1992. /S/ COOPERS & LYBRAND L.L.P Denver, Colorado September 29, 1995 EX-23 4 CONSENT - ERNST & YOUNG EXHIBIT 23-B CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement on Form S-8 of U S WEST, Inc. pertaining to the U S WEST, Inc. 1994 Stock Plan of our report dated February 7, 1995, with respect to the consolidated financial statements of Time Warner Entertainment Company, L.P. included in the Current Report on Form 8-K of U S WEST, Inc. dated May 23, 1995, as amended by Forms 8-K/A on July 12, 1995 and August 24, 1995, filed with the Securities and Exchange Commission. /S/ ERNST & YOUNG LLP New York, New York September 28, 1995 EX-23 5 CONSENT - KPMG PEAT MAR. EXHIBIT 23-C INDEPENDENT ACCOUNTANTS' CONSENT We consent to the use of our report dated March 25, 1994, relating to the consolidated financial statements of Wometco Cable Corp. and subsidiaries, which report is included in the current report on Form 8-K of U S WEST, dated May 23, 1995, as amended, incorporated herein by reference in the registration statement on Form S-8 of U S WEST, Inc. Our report on the 1993 consolidated financial statements of Wometco Cable Corp. and subsidiaries refers to a change in the method of accounting for income taxes in 1993 to adopt the provisions of the Financial Accounting Standards Board's FASB No. 109, Accounting for Income Taxes. /S/ KPMG PEAT MARWICK LLP Miami, Florida September 29, 1995 EXHIBIT 23-C (continued) INDEPENDENT ACCOUNTANTS' CONSENT We consent to the use of our report dated February 25, 1994, relating to the combined financial statements of Georgia Cable Holdings Limited Partnership and Subsidiary Partnerships, which report is included in the current report on Form 8-K of U S WEST, dated May 23, 1995, as amended, incorporated herein by reference in the registration statement on Form S-8 of U S WEST, Inc. /S/ KPMG PEAT MARWICK LLP Miami, Florida September 29, 1995 EX-23 6 CONSENT - ARTHUR ANDER. EXHIBIT 23-D CONSENT OF INDEPENDENT AUDITORS As independent public accountants, we hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of U S WEST, Inc. relating to the U S WEST, Inc. 1994 Stock Plan, of our report dated 3 July 1995 with respect to the financial statements of Mercury Personal Communications for the year ended 31 March 1995 included in the Current Report on Form 8-K of U S WEST, Inc. dated May 23, 1995, as amended by Form 8-K/A, filed with the Securities and Exchange Commission. /S/ ARTHUR ANDERSEN Chartered Accountants and Registered Auditors London, England September 29, 1995 EX-24 7 POWERS OF ATTORNEY EXHIBIT 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS: WHEREAS, U S WEST, Inc., a Delaware corporation (hereinafter referred to as the "Company"), proposes to file with the Securities and Exchange Commission, under the provisions of the Securities Act of 1933, as amended, Registration Statements including related prospectuses (all effectively referred to as the "Registration Statements") on Forms S-3 and S_8 for the registration of U S WEST Communications Group Common Stock and U S WEST Multimedia Group Common Stock, on terms generally described at this meeting; and WHEREAS, each of the undersigned is an Officer or Director, or both, of the Company as indicated below each signature; NOW, THEREFORE, each of the undersigned constitutes and appoints JAMES T. ANDERSON, BARBARA M. JAPHA, STEPHEN E. BRILZ, and CHARLES J. BURDICK, and each of them, as attorneys for him and in his name, place, and stead, and in his capacity as an Officer or Director of the Company, to execute and file such Registration Statements, including the related prospectus, and thereafter to execute and file any amended registration statement or statements and amended prospectus or prospectuses or amendments or supplements to any of the foregoing, hereby giving and granting to said attorneys full power and authority to do and perform all and every act and thing whatsoever requisite and necessary to be done in and about the premises as fully, to all intents and purposes, as he might or could do if personally present at the doing thereof, hereby ratifying and confirming all that said attorneys may or shall lawfully do, or cause to be done, by virtue hereof. IN WITNESS WHEREOF, each of the undersigned has executed this Power of Attorney this 21st day of September, 1995. /s/ JAMES T. ANDERSON _____________________________________ James T. Anderson Acting Executive Vice President and Chief Financial Officer EXHIBIT 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS: WHEREAS, U S WEST, Inc., a Delaware corporation (hereinafter referred to as the "Company"), proposes to file with the Securities and Exchange Commission, under the provisions of the Securities Act of 1933, as amended, Registration Statements including related prospectuses (all effectively referred to as the "Registration Statements") on Forms S-3 and S_8 for the registration of U S WEST Communications Group Common Stock and U S WEST Multimedia Group Common Stock, on terms generally described at this meeting; and WHEREAS, each of the undersigned is an Officer or Director, or both, of the Company as indicated below each signature; NOW, THEREFORE, each of the undersigned constitutes and appoints JAMES T. ANDERSON, BARBARA M. JAPHA, STEPHEN E. BRILZ, and CHARLES J. BURDICK, and each of them, as attorneys for him and in his name, place, and stead, and in his capacity as an Officer or Director of the Company, to execute and file such Registration Statements, including the related prospectus, and thereafter to execute and file any amended registration statement or statements and amended prospectus or prospectuses or amendments or supplements to any of the foregoing, hereby giving and granting to said attorneys full power and authority to do and perform all and every act and thing whatsoever requisite and necessary to be done in and about the premises as fully, to all intents and purposes, as he might or could do if personally present at the doing thereof, hereby ratifying and confirming all that said attorneys may or shall lawfully do, or cause to be done, by virtue hereof. IN WITNESS WHEREOF, each of the undersigned has executed this Power of Attorney this 4th day of August, 1995. /s/ RICHARD D. McCormick ______________________________ Richard D. McCormick Chairman of the Board, Chief Executive Officer and President EXHIBIT 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS: WHEREAS, U S WEST, Inc., a Delaware corporation (hereinafter referred to as the "Company"), proposes to file with the Securities and Exchange Commission, under the provisions of the Securities Act of 1933, as amended, Registration Statements including related prospectuses (all effectively referred to as the "Registration Statements") on Forms S-3 and S_8 for the registration of U S WEST Communications Group Common Stock and U S WEST Multimedia Group Common Stock, on terms generally described at this meeting; and WHEREAS, each of the undersigned is a Director of the Company; NOW, THEREFORE, each of the undersigned constitutes and appoints JAMES T. ANDERSON, BARBARA M. JAPHA, STEPHEN E. BRILZ, and CHARLES J. BURDICK, and each of them, as attorneys for him or her and in his or her name, place, and stead, and in his or her capacity as a Director of the Company, to execute and file such Registration Statements, including the related prospectus, and thereafter to execute and file any amended registration statement or statements and amended prospectus or prospectuses or amendments or supplements to any of the foregoing, hereby giving and granting to said attorneys full power and authority to do and perform all and every act and thing whatsoever requisite and necessary to be done in and about the premises as fully, to all intents and purposes, as he or she might or could do if personally present at the doing thereof, hereby ratifying and confirming all that said attorneys may or shall lawfully do, or cause to be done, by virtue hereof. IN WITNESS WHEREOF, each of the undersigned has executed this Power of Attorney this 4th day of August, 1995.
/s/ RICHARD CHENEY /s/ SHIRLEY M.HUFSTEDLER Richard Cheney Shirley M. Hufstedler /s/ REMEDIOS DIAZ-OLIVER /s/ ALLEN F. JACOBSON Remedios Diaz-Oliver Allen F. Jacobson /s/ GRANT A. DOVE /s/ MARILYN CARLSON NELSON Grant A. Dove Marilyn Carlson Nelson /s/ ALLAN D. GILMOUR /s/ FRANK POPOFF Allan D. Gilmour Frank Popoff
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