-----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, RVAvc72s7u6c/ofv55kd6YCwVLus0A3J0DYWLa3qq4c3+bT5liIKm2HOq0nRHzFM EbwoVBbV83NBgSQWcR1L5w== 0000732718-96-000039.txt : 19961202 0000732718-96-000039.hdr.sgml : 19961202 ACCESSION NUMBER: 0000732718-96-000039 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 19961115 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19961127 SROS: NYSE SROS: PSE 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08611 FILM NUMBER: 96673920 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 8-K 1 FORM 8-K DATED 11/15/96 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 15, 1996 U S WEST, INC. (Exact Name of Registrant as Specified in its Charter)
DELAWARE 1-8611 84-0926774 (State or Other (Commission (I.R.S. Employer Jurisdiction of Incorporation) File Number) Identification Number)
7800 EAST ORCHARD ROAD ENGLEWOOD, COLORADO 80111 (Address of principal executive offices) (zip code) (303) 793-6500 (Registrant's telephone number, including area code) NOT APPLICABLE (Former name or former address, if changed since last report) ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS. On November 15, 1996, pursuant to the Agreement and Plan of Merger, dated as of February 26, 1996, as amended and restated as of June 27, 1996 and as further amended as of October 7, 1996 (the "Merger Agreement"), among U S WEST, Inc., a Delaware corporation ("U S WEST"), Continental Merger Corporation, a Delaware corporation and wholly owned subsidiary of U S WEST ("Company Sub), and Continental Cablevision, Inc., a Delaware corporation ("Continental"), Continental was merged with and into Company Sub, with Company Sub continuing as the surviving corporation (the "Merger"). Company Sub, which was renamed "Continental Cablevision, Inc." in connection with the Merger, is now a wholly owned subsidiary of U S WEST. Pursuant to the Merger Agreement, (a) each outstanding share of Class A Common Stock, par value $.01 per share, of Continental (other than certain unvested restricted shares and shares owned by Continental, U S WEST or by any wholly owned subsidiary of Continental or U S WEST) was converted into 0.841920 of a share of U S WEST Media Group Common Stock, par value $.01 per share, of U S WEST ("Media Stock") and 0.246394 of a share of Series D Convertible Preferred Stock, par value $1.00 per share, of U S WEST ("Series D Preferred Stock") and (b) each outstanding share of Class B Common Stock, par value $.01 per share, of Continental ("Class B Common Stock") (other than certain unvested restricted shares and shares owned by Continental, U S WEST or by any wholly owned subsidiary of Continental or U S WEST) was converted into, at the election of the holder thereof, (i) $8.56586 in cash, 0.841920 of a share of Media stock and 0.075076 of a share of Series D Preferred Stock, (ii) subject to proration described in the Merger Agreement, 1.178381 shares of Media Stock and 0.105080 of a share of Series D Preferred Stock or (iii) subject to proration described in the Merger Agreement, $30 in cash. Holders of Class B Common Stock are being sent election forms pursuant to which they will have the right to make an election with respect to the consideration to be received by them pursuant to the Merger Agreement. U S WEST will issue to Continental's stockholders pursuant to the Merger Agreement an aggregate of 150,614,848 shares of Media Stock, 20,000,000 shares of Series D Preferred Stock and $1,150,000,000 in cash. The cash being paid by U S WEST pursuant to the Merger Agreement is being financed through the issuance of commercial paper indebtedness. U S WEST also assumed all of Continental's outstanding indebtedness in connection with the Merger. ITEM 5. OTHER EVENTS On November 25, 1996, U S WEST Communications, Inc. issued a press release entitled "U S WEST Communications Receives King County Superior Court Decision in Washington State Rate Order Appeal." In addition, on November 26, 1996, U S WEST Communications, Inc. issued a press release entitled "U S WEST Communications To Continue Appeal of Washington State Rate Order." The releases are attached hereto as Exhibits. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (a) Financial Statements of Businesses Acquired The consolidated financial statements of Continental Cablevision, Inc. and subsidiaries as of September 30, 1996 and for the nine months ended September 30, 1995 and 1996 are filed as Exhibit 99A. The consolidated financial statements of Continental Cablevision, Inc. and subsidiaries as of December 31, 1994 and 1995 and for the years ended December 31, 1994 and 1995 are filed as Exhibit 99B. (b) Unaudited Pro Forma Condensed Combined Financial Statements It is impracticable to file the Unaudited Pro Forma Condensed Combined Financial Statements as of the date of this Current Report on Form 8-K. Such financial statements will be filed within 60 days of the date on which this Current Report on Form 8-K is being filed. (c) Exhibits 2A. Amended and Restated Agreement and Plan of Merger, dated as of June 27, 1996, among U S WEST, Inc., Continental Merger Corporation and Continental Cablevision, Inc. (incorporated by reference to Exhibit 10 to U S WEST's Quarterly Report on Form 10-Q for the quarter ended June 30, 1996, File No. 1-8611). 2B. Amendment to Agreement and Plan of Merger, dated as of October 7, 1996, among U S WEST, Inc., Continental Merger Corporation and Continental Cablevision, Inc. (incorporated by reference to Exhibit 10(a) to U S WEST's Quarterly Report on Form 10-Q for the quarter ended September 30, 1996, File No. 1-8611). 10A. Stockholders' Agreement, dated as of February 27, 1996, among the stockholders of Continental Cablevision, Inc. named therein and U S WEST, Inc. (incorporated by reference to Exhibit 10af to U S WEST's Annual Report on Form 10-K for the year ended December 31, 1995, File No. 1-8611). 10B. Amendment No. 1 to Stockholders' Agreement, dated as of October 7, 1996, among the stockholders of Continental Cablevision, Inc. named therein and U S WEST, Inc. (incorporated by reference to Exhibit 10-B to U S WEST's Registration Statement on Form S-4, File No. 333-13901). 99A. Consolidated financial statements of Continental Cablevision, Inc. and subsidiaries as of September 30, 1996 and for the nine months ended September 30, 1995 and 1996 (incorporated by reference from pages 3 to 14 of Continental's Quarterly Report on Form 10-Q for the quarter ended September 30, 1996, File No. 0-20577). 99B. Consolidated financial statements of Continental Cablevision, Inc. and subsidiaries as of December 31, 1994 and 1995 and for the years ended December 31, 1994 and 1995 (incorporated by reference from pages F-3 to F-25 of the Proxy Statement/Prospectus included in U S WEST's Registration Statement on Form S-4, File No. 333-13901). 99C. Press Release, dated November 15, 1996. 99D. Press Release, dated November 22, 1996. 99E. Press Release, dated November 25, 1996. 99F. Press Release, dated November 26, 1996. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. U S WEST, Inc. By:/s/ Stephen E. Brilz Stephen E. Brilz Assistant Secretary Dated: November 27, 1996 EX-99 2 PRESS RELEASE EX-99C EXHIBIT 99C U S WEST Media Group 7800 East Orchard Road Englewood, Colorado 80111 [U S WEST Media Group logo and registered mark] News Release Release Date: November 15, 1996 Contact: Steve Lang Rob Stoddard U S WEST Media Group Continental Cablevision 303-793-6290 617-854-3138 U S WEST MEDIA GROUP AND CONTINENTAL CABLEVISION CLOSE MERGER - ALLIANCE RESHAPES U S WEST; ADVANCES ITS STRATEGY - ENGLEWOOD, COLO. -- U S WEST Media Group (NYSE: UMG) and Continental Cablevision closed their merger today, enhancing U S WEST's position as a world leader in telephone and cable services. "This merger is a watershed event for us," said Richard McCormick, chairman and CEO of U S WEST. "We formed our domestic cable strategy four years ago as a way of expanding our presence outside our traditional territory. With our Time Warner alliance, our MediaOne properties in Atlanta and, now, Continental, our networks pass more than 26 million American cable homes with superb clusters in the top 60 markets." Chuck Lillis, president and CEO of Media Group, said, "We and Continental have been aggressively upgrading our networks so customers can get more video channels, faster Internet access and competitive local phone services. Now that we're one of the nation's largest broadband communications companies, we're in a great position to take advantage of these marketplace opportunities. " Amos B. Hostetter, Jr., formerly chairman and CEO of Continental and now head of all Media Group domestic cable operations, said, "Our upgraded networks -- rich in fiber-optic cable -- give us a tremendous advantage in deploying two-way, broadband services. And our recent deployment of high-speed Internet access over cable modems in Florida and Massachusetts has reinforced our belief that customers are eager for these capabilities." -more- Page 2 With the merger, U S WEST, Inc., has two groups dedicated to offering integrated information, communications and entertainment services in local markets around the world: U S WEST Communications, which has about $10 billion in annual revenues, and U S WEST Media Group, with about $8 billion in annual proportionate revenues. Continental's shareowners yesterday approved the merger of Continental into a subsidiary of U S WEST, Inc. And, since the merger was announced in February, both the Federal Communications Commission and the U.S. Department of Justice have approved it. The FCC approval requires that U S WEST divest itself of Continental cable properties in the U S WEST Communications 14-state service territory. The DOJ approval requires that U S WEST divest itself, in stages, of Continental's interest in Teleport Communications Group. The terms of the transaction were unchanged from those previously announced. The equity portion of the merger will be $1 billion in U S WEST preferred stock, convertible to Media Group common stock; $1.150 billion in cash; and 150.6 million shares of U S WEST Media Group common, valued by Continental at $21 a share. U S WEST also announced today that it plans to repurchase up to $350 million of Media Group common stock. This plan will be contingent upon market conditions. U S WEST Media Group (NYSE: UMG), one of America's largest broadband communications companies, is involved in domestic and international cable and telephony, wireless communications, and directory and information services. For 1995, U S WEST Media Group reported proportionate revenues of $5.1 billion. Media Group is one of two major groups that make up U S WEST, a company in the connections business, helping customers share information, entertainment and communications services in local markets worldwide. U S WEST's other major group, U S WEST Communications, provides telecommunications services in 14 western and midwestern states. EX-99 3 PRESS RELEASE EX-99D EXHIBIT 99D U S WEST Media Group 7800 East Orchard Road Englewood, Colorado 80111 [U S WEST Media Group logo and registered mark] News Release Release Date: November 22, 1996 Contact: Carolyn Crawford U S WEST Media Group 303-793-6551 (CORRECTED VERSION) HOW THE U S WEST MEDIA GROUP AND CONTINENTAL CABLEVISION MERGER AFFECTS CONTINENTAL SHAREOWNERS As part of their merger announced today, U S WEST Media Group (NYSE: UMG) and Continental Cablevision said the closing would have the following effect on Continental shareowners: For each share they own, holders of Continental's Class A Common Stock will receive 0.841920 of a share of U S WEST Media Group Common Stock, and 0.246394 (see footnote A) of a share of U S WEST Series D Convertible Preferred Stock; Continental's Class B shareholders may choose one of three options: 1. STANDARD ELECTION - Class B shareholders would receive a combination of U S WEST Media Group Common Stock, U S WEST Series D Convertible Preferred Stock, and cash. For each Class B share, holders would receive 0.841920 of a share of Media Group stock, 0.075076 of a share of Series D Preferred Stock, and $8.56586 in cash. 2. STOCK ELECTION - Class B shareholders would receive, subject to proration, 1.178381 shares of U S WEST Media Group Common Stock and 0.105080 of a share of U S WEST Series D Convertible Preferred Stock. 3. CASH ELECTION - Class B shareholders would receive $30 in cash for each share they own. Cash will be paid in lieu of issuing fractional shares. Each share of U S WEST Series D Convertible Preferred Stock will pay dividends at the rate of 4.500 percent annually and will be convertible at the option of the holder into 1.905 shares of U S WEST Media Group Common Stock. U S WEST Media Group, one of America's largest broadband communications companies, is involved in domestic and international cable and telephony, wireless communications, and directory and information services. For 1995, U S WEST Media Group reported proportionate revenues of $5.1 billion. Media Group is one of two major groups that make up U S WEST, a company in the connections business, helping customers share information, entertainment and communications services in local markets worldwide. U S WEST's other major group, U S WEST Communications, provides telecommunications services in 14 western and midwestern states. Footnote A In the original version of this news release, issued Nov. 15, 1996, an incorrect number was used to explain how much U S WEST Series D Convertible Preferred Stock that holders of Continental's Class A Common Stock will receive for each of their shares. The correct number is 0.246394. (The incorrect number was 0.246344.) The portion of a share pertaining to U S WEST Media Group Common Stock was correct in the initial release. EX-99 4 EXHIBIT 99E U S WEST Communications, Inc. 7800 East Orchard Road Englewood, Colorado 80111 [U S WEST Communications Group logo and registered mark] News Flash November 25, 1996 U S WEST COMMUNICATIONS RECEIVES KING COUNTY SUPERIOR COURT DECISION IN WASHINGTON STATE RATE ORDER APPEAL ENGLEWOOD, Colo. -- The King County Superior Court in Washington State today ruled on U S WEST Communications' appeal of the April 11, 1996 rate order from the Washington State Utilities and Transportation Commission (WUTC) to decrease rates in net by $91.5 million. In its first rate increase request in 13 years, U S WEST had sought to raise rates for basic residential service. Instead, the commission ordered a revenue reduction -- primarily in highly-competitive services such as access, toll, and business local exchange service -- and ordered U S WEST Communications to set a flat fee of $10.50 a month for basic local service -- one of the lowest rates in the nation. Althought the Company has not yet received the Court's written decision, it was informed by the Court this afternoon that it upheld the WUTC's rate order. U S WEST Communications is disappointed by the announced outcome in this rate case. The Company will continue to exercise its legal and procedural options as appropriate, and will announce its future actions relative to this matter once it has received and reviewed the decision in full. U S WEST Communications Group provides telecommunications and high-speed data services to more than 25 million customers in 14 western and midwestern states. The company is one of two major groups that make up U S WEST. U S WEST is in the connections business, helping customers share information, entertainment and communications services in local markets worldwide. More information: Bruce M. Mann (303-793-6368) or Becky Winning (303-793-6367) EX-99 5 EXHIBIT F U S WEST Communications Group Investor Relations 7800 East Orchard Road, Suite 290 Englewood, Colorado 80111 303-793-6365 NEWS FLASH November 26, 1996 U S WEST COMMUNICATIONS TO CONTINUE APPEAL OF WASHINGTON STATE RATE ORDER ENGLEWOOD, Colo. -- U S WEST Communications Group (NYSE:USW) announced today that it will continue its appeal of the Washington State Utilities and Transportation Commission's April 1995 rate case decision. In February, 1995, U S WEST Communications filed a rate case with the Washington State Utilities and Transportation Commission (WUTC). In its first rate increase request in 13 years, U S WEST had sought to raise rates for basic residential service. In April of 1996, the WUTC denied the revenue increase and instead ordered a $91.5 million revenue reduction -- primarily in highly-competitive services such as access, toll, and business local exchange service. The WUTC also ordered U S WEST Communications to set a flat fee of $10.50 a month for basic local service - the second-lowest residential phone rate in the nation. U S WEST Communications immediately filed an appeal in the King County Superior Court and requested a stay of the order. Major issues of the appeal included: * Depreciation expense * Imputation of yellow pages revenues * Service quality * Unbundling of Centrex services * Operating expenses * Cost studies In April, a stay was granted pending the outcome of the King County Superior Court's ruling on the appeal. On November 25, Judge Lasnik ruled on the appeal. In his summary decision, he upheld the WUTC on all points on the basis of the standard of review established in the State Administrative Procedure Act. "It's not unusual for a lower court in the state of Washington to defer to the state appellate courts, and in this case, the judge's summary ruling was very brief and did not include a substantive discussion on the merits of the appeal," said Sol Trujillo, chief executive officer and president of U S WEST Communications Group. "We plan to file a notice of appeal and a motion for stay with the Washington State Supreme Court as soon as possible. "We'll also continue to work with the Commission to resolve related issues. We believe our arguments have merit, and we will pursue all regulatory, legal and legislative options to protect our shareowners' investment in U S WEST Communications," he added. The Company plans to ask for expedited treatment from the Court; however, the timing of related rulings is at the Court's discretion. The Company will make a decision on whether to begin accruing for the $91.5 million revenue reduction when it receives a ruling from the appellate court, which it expects in the coming weeks. U S WEST Communications Group provides telecommunications and high-speed data services to more than 25 million customers in 14 western and midwestern states. The Company is one of two groups that make up U S WEST. U S WEST is in the connections business, helping customers share information, entertainment and communications in local markets worldwide. For more information, contact: Bruce Mann (303) 793-6368 or Becky Winning (303) 793-6367. ### -----END PRIVACY-ENHANCED MESSAGE-----