-----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, DsQ6+mcZzlMO/62eM0/0cDFluOfLzxOI4Lc5F1c6blgT01V7oriCTpVdXbvUX/eu 2oOpoJ7XocXQTtjlM+JkXQ== 0000732718-97-000008.txt : 19970402 0000732718-97-000008.hdr.sgml : 19970402 ACCESSION NUMBER: 0000732718-97-000008 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19970331 EFFECTIVENESS DATE: 19970331 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: 333-24285 FILM NUMBER: 97572009 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 MEDIA GROUP 7 y:\genlcorp\sec-frms\usw\S-8\1997\meda-plan\S-8.doc As filed with the Securities and Exchange Commission on March 31, 1997 Registration No. 333-_______ UNITED STATES 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 (I.R.S. Employer incorporation or organization) 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 MEDIA GROUP 1997 BROAD-BASED STOCK OPTION 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 Amount to be Proposed maximum offering to be registered registered price per share (1) U S WEST Media Group Common 3,300,000 $ 19.2813 Stock, $.01 par value (2) ______________________________________________________________________________ Title of each class of securities Proposed maximum Amount of to be registered aggregate offering price registration fee (1) (1) U S WEST Media Group Common $ 63,628,290 $ 19,282 Stock, $.01 par value (2) ______________________________________________________________________________ (1) The registration fee for all securities registered hereby, $19,282, has been calculated as follows: one thirty-third (1/33) of one percent of $19.2813 (the average of the high and low prices reported in the consolidated reporting system of the New York Stock Exchange on March 27, 1997) multiplied by 3,300,000 shares of Common Stock of U S WEST Media Group. (2) Includes Stock Purchase Rights which, prior to the occurrence of certain events, will not be exercisable separately from the Media Stock.
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" or 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, 1996. (2) Current Reports on Form 8-K dated January 22, 1997, February 18, 1997 and March 28, 1997. (3) 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 on August 23, 1995 (as amended by Form 8-B/A filed with the Commission on September 11, 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 - -------- ---------------------------------------------------------------------------- (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, Corporate Counsel and Assistant Secretary of U S WEST, Inc., regarding the legality of the Securities being registered. 23-A Consent of Arthur Andersen LLP. 23-B Consent of Coopers & Lybrand L.L.P. 23-C The Consent of Stephen E. Brilz, Corporate Counsel and Assistant Secretary of U S WEST, Inc., is included in the opinion of counsel filed as Exhibit 5. 24 Power 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 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 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 31st day of March 1997. 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: Michael P. Glinsky* Executive Vice President and Chief Financial Officer
DIRECTORS: Remedios Diaz-Oliver* Grant A. Dove* Allan D. Gilmour* Pierson M. Grieve* 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: March 31, 1997 EXHIBIT INDEX
Exhibit Number Description - -------- -------------------------------------------------------------------------- (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, Corporate Counsel and Assistant Secretary of U S WEST, Inc., regarding the legality of the securities being registered. 23-A Consent of Arthur Andersen LLP. 23-B Consent of Coopers & Lybrand L.L.P. 23-C Consent of Stephen E. Brilz, Corporate Counsel and Assistant Secretary of U S WEST, Inc., is included in the opinion of counsel filed as Exhibit 5. 24 Power of Attorney executed by directors and officers who signed this registration statement.
EX-5 2 OPINION LETTER Y:\genlcorp\sec-frms\usw\S-8\1997\com-pln\EX5.DOC 3/31/97 EXHIBIT 5 U S WEST, Inc. 7800 East Orchard Road Suite 390 Englewood, Colorado 80111 Stephen E. Brilz Corporate Counsel and Assistant Secretary March 31, 1997 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 Delaware corporation (the "Company"), with the Securities and Exchange Commission (the "Commission") on March 31, 1997. The Registration Statement covers 3,300,000 shares of U S WEST Media Group common stock, $.01 par value per share (the "Shares") which may be issued from time to time in connection with the U S WEST Media Group 1997 Broad-Based Stock Option 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 ARTHUR ANDERSEN CONSENT 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, 1997, on our audits of the consolidated financial statements and Supplementary Selected Proportionate Results of Operations of U S WEST, Inc., the combined financial statements of U S WEST Communications Group, and the combined financial statements and Supplementary Selected Proportionate Results of Operations of U S WEST Media Group, included in U S WEST, Inc.'s Annual Report on form 10-K for the year ended December 31, 1996. We also consent to the incorporation by reference of our report dated February 12, 1997 on the related consolidated financial statement schedule of U S WEST, Inc. included on page S-1 of its Annual Report on Form 10-K. /S/ ARTHUR ANDERSEN LLP Denver, Colorado, March 31, 1997. EX-24 4 POWER 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, (i) Registration Statements on Form S-3, to increase the size of offerings in a manner consistent with Rule 462(b) under the Securities Act of 1933, as amended, with respect to the following previously filed registration statements: (1) Post- Effective Amendment No. 1 to Registration Statement on Form S-3, File Nos. 33-50047 and 33-50047-01; (2) Registration Statement on Form S-3, File Nos. 333-14865 and 333-14865-01, and Post-Effective Amendment No. 2 to Registration Statement on Form S-3, File Nos. 33-50049 and 33-50049-01; Post-Effective Amendment No. 3 to Registration Statement on Form S-3, File No. 33-62451; and Registration Statement on Form S-3, File No. 33-63087; and (ii) a Registration Statement on Form S-8 for the registration of 3,300,000 shares of Media Group Common Stock; and WHEREAS, each of the undersigned is a Director of the Company; NOW, THEREFORE, each of the undersigned constitutes and appoints JAMES T. ANDERSON and STEPHEN E. BRILZ, 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 Statement, and thereafter to execute and file any amended registration statement or statements or supplements thereto, 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 6th day of December 1996.
/S/ REMEDIOS DIAZ-OLIVER /S/ RICHARD D. MCCORMICK _____________________________ ____________________________________ Remedios Diaz-Oliver Richard D. McCormick /S/ GRANT A. DOVE /S/ MARILYN C. NELSON _____________________________ ____________________________________ Grant A. Dove Marilyn C. Nelson /S/ ALLAN D. GILMOUR /S/ FRANK P. POPOFF _____________________________ ____________________________________ Allan D. Gilmour Frank P. Popoff /S/ PIERSON M. GRIEVE /S/ JERRY O. WILLIAMS _____________________________ ____________________________________ Pierson M. Grieve Jerry O. Williams /S/ ALLEN F. JACOBSON _____________________________ Allen F. Jacobson
EX-23 5 COOPERS & LYBRAND CONSENT EXHIBIT 23-B 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, for the 1997 U S WEST Media Group Broad-Based Stock Option Plan, of our reports dated February 12, 1996, on our audits of the consolidated financial statements U S WEST, Inc., U S WEST Communications Group, and U S WEST Media Group as of December 31, 1995 and for the years ended December 31, 1995 and 1994, which reports are included in the U S WEST, Inc. Annual Report on Form 10-K for the year ended December 31, 1996. /S/ COOPERS & LYBRAND L.L.P. Denver, Colorado March 31, 1997
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