-----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, TUAJuYF1Hso2Cmjn71rXB0npXkfSKOFNZLxxNiTgdqLnxmfSKP4MphijgdMBmLGZ WNJWV8gIFEbA4j8E82Jq3w== 0000732718-96-000021.txt : 19960216 0000732718-96-000021.hdr.sgml : 19960216 ACCESSION NUMBER: 0000732718-96-000021 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960214 SROS: NASD SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CARNEGIE GROUP INC CENTRAL INDEX KEY: 0001001188 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 251435252 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-45441 FILM NUMBER: 96519191 BUSINESS ADDRESS: STREET 1: FIVE PPG PLACE CITY: PITTSBURGH STATE: PA ZIP: 15222 BUSINESS PHONE: 4126426900 FILED BY: 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: SC 13G 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 SC 13G 1 SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G INFORMATION STATEMENT PURSUANT TO RULES 13D-1 AND 13D-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 CARNEGIE GROUP, INC. (NAME OF ISSUER)
COMMON STOCK, PER VALUE $.01 PER SHARE 143497 10 5 (TITLE OF CLASS OF SECURITIES) (CUSIP NUMBER FOR AMERICAN DEPOSITORY SHARES REPRESENTING 10 ORDINARY SHARES)
Check the following box if a fee is being paid with the statement [X]. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) (Continued on following page(s)) (Page 1 of 11 Pages)
CUSIP No. 143497 10 5 13G Page 2 of 11
1 NAME OF REPORTING PERSON: U S WEST, INC. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (A) [X] (B) [_]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION: DELAWARE
NUMBER OF 5 SOLE VOTING POWER: 400,000 SHARES BENEFICIALLY 6 SHARED VOTING POWER: 0 OWNED BY EACH 7 SOLE DISPOSITIVE POWER: 400,000 REPORTING PERSON WITH 8 SHARED DISPOSITIVE POWER: 0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 400,000
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES: [_] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 6.46 12 TYPE OF REPORTING PERSON: CO
CUSIP No. 143497 10 5 13G Page 3 of 11
1 NAME OF REPORTING PERSON: U S WEST COMMUNICATIONS GROUP, INC. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (A) [X] (B) [_]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION: COLORADO
NUMBER OF 5 SOLE VOTING POWER: 400,000 SHARES BENEFICIALLY 6 SHARED VOTING POWER: 0 OWNED BY EACH 7 SOLE DISPOSITIVE POWER: 400,000 REPORTING PERSON WITH 8 SHARED DISPOSITIVE POWER: 0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 400,000
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES: [_] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 6.46 12 TYPE OF REPORTING PERSON: CO
CUSIP No. 143497 10 5 13G Page 4 of 11
1 NAME OF REPORTING PERSON: U S WEST COMMUNICATIONS, INC. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (A) [X] (B) [_]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION: COLORADO
NUMBER OF 5 SOLE VOTING POWER: 400,000 SHARES BENEFICIALLY 6 SHARED VOTING POWER: 0 OWNED BY EACH 7 SOLE DISPOSITIVE POWER: 400,000 REPORTING PERSON WITH 8 SHARED DISPOSITIVE POWER: 0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 400,000
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES: [_] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 6.46
12 TYPE OF REPORTING PERSON: CO
ITEM 1. (a) Name of Issuer: Carnegie Group, Inc. (the "Issuer") (b) Address of Issuer's Principal Executive Offices: 5 PPG Place Pittsburgh, PA 15222 ITEM 2. This statement is filed on behalf of U S WEST, Inc., a Delaware corporation ("USW"),U S WEST Communications Group, Inc., a Colorado corporation ("USWCG"), and U S WEST Communications, Inc., a Colorado corporation ("USWC", and together with USW and USWCG, the "Group"). The Agreement among the Group that this statement be filed on behalf of each of them is attached hereto as Exhibit A. 1.(a) Name of Person(s) Filing: U S WEST, Inc. (b) Address of Principal Business Office or, if none, Residence: 7800 East Orchard Road Englewood, CO 80111-2526 (c) Citizenship: Delaware (d) Title of Class of Securities: Common Stock, per value $.01 per share (e) CUSIP Number: 143497 10 5 2.(a) Name of Person(s) Filing: U S WEST Communications Group, Inc. (b) Address of Principal Business Office or, if none, Residence: 1801 California Street Denver, CO 80202 (c) Citizenship: Colorado (d) Title of Class of Securities: Common Stock, per value $.01 per share (e) CUSIP Number: 143497 10 5 3.(a) Name of Person(s) Filing: U S WEST Communications, Inc. (b) Address of Principal Business Office or, if none, Residence: 1801 California Street Denver, CO 80202 (c) Citizenship: Colorado (d) Title of Class of Securities: Common Stock, per value $.01 per share (e) CUSIP Number: 143497 10 5 ITEM 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b), check whether the person filing is a ... Not Applicable ITEM 4. Ownership The responses of the Group to items 5,6,7,8,9 and 11 of the Cover Sheets, which relate to the beneficial ownership of the Common Stock, per value $.01 per share, are incorporated by reference herein. The Issuer has informed the Group that there were 6,196,000 shares of Common Stock outstanding as of February 9, 1996. The percentages included in item 11 of the Cover Sheets are based upon such numbers of outstanding shares. 1. USWC is the direct owner of 400,000 shares of Common Stock. 2. By virtue of its ownership of all of the outstanding shares of USWC, USWCG is deemed to be, for purposes of this Schedule 13G, the beneficial owner of all the Common Stock directly or beneficially owned by USWC. 3. By virtue of its ownership of all of the outstanding shares of USWCG, USW is deemed to be, for purposes of this Schedule 13G, the beneficial owner of all the Common Stock beneficially owned by USWCG. ITEM 5. Ownership of Five Percent or Less of a Class Not Applicable ITEM 6. Ownership of More than Five Percent on Behalf of Another Person Not Applicable ITEM 7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on By the Parent Holding Company Not Applicable ITEM 8. Identification and Classification of Members of the Group. This Statement on Schedule 13G is being filed pursuant to Rule 13d-1(c) under the Securities Exchange Act of 1934, as amended. The members of the Group are USW, USWCG and USWC. ITEM 9. Notice of Dissolution of Group Not Applicable ITEM 10. Certification Not applicable. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this state-ment is true, complete and correct. Dated: February 14, 1996 U S WEST, INC. /S/ STEPHEN E. BRILZ By__________________________________ Name: Stephen E. Brilz Title: Assistant Secretary U S WEST COMMUNICATIONS GROUP, INC. /S/ STEPHEN E. BRILZ By_____________________________________ Name: Stephen E. Brilz Title: Assistant Secretary U S WEST COMMUNICATIONS, INC., /S/ STEPHEN E. BRILZ By_____________________________________ Name: Stephen E. Brilz Title: Assistant Secretary Exhibit Index Exhibit Description A Agreement among U S WEST, Inc., U S WEST Communications Group, Inc., U S WEST Communications, Inc., to file a joint statement on Schedule 13G EXHIBIT A AGREEMENT This will confirm the agreement by and among the undersigned that the Statement on Schedule 13G filed on or about this date with respect to the beneficial ownership of the undersigned of Common Stock, per value $.01 per share, of Carnegie Group, Inc. is being filed on behalf of each of U S WEST, Inc., a Delaware corporation ("USW"), U S WEST Communications Group, Inc., a Colorado corporation and wholly-owned subsidiary of USW ("USWCG"), and U S WEST Communications, Inc., a Colorado corporation and wholly-owned subsidiary of USWCG. Dated: February 13, 1996 U S WEST, INC. /S/ STEPHEN E. BRILZ By_________________________________ Name: Stephen E. Brilz Title: Assistant Secretary U S WEST COMMUNICATIONS GROUP, INC. /S/ STEPHEN E. BRILZ By_________________________________ Name: Stephen E. Brilz Title: Assistant Secretary U S WEST COMMUNICATIONS, INC, /S/ STEPHEN E. BRILZ By_________________________________ Name: Stephen E. Brilz Title: Assistant Secretary -----END PRIVACY-ENHANCED MESSAGE-----