-----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, Iq8478hig4WA76W+lDQyF4mrbMit3AB6tZQlt9VDjvEX6hzx7b7H7AwsTeHx2FfT n1Zk9ooOLfKu1DSZ87XKRg== 0000732718-98-000006.txt : 19980515 0000732718-98-000006.hdr.sgml : 19980515 ACCESSION NUMBER: 0000732718-98-000006 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19980406 ITEM INFORMATION: FILED AS OF DATE: 19980417 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: US WEST INC CENTRAL INDEX KEY: 0000732718 STANDARD INDUSTRIAL CLASSIFICATION: 4813 IRS NUMBER: 840926774 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-08611 FILM NUMBER: 98596271 BUSINESS ADDRESS: STREET 1: 7800 E ORCHARD RD STREET 2: STE 480 CITY: ENGLEWOOD STATE: CO ZIP: 80111 BUSINESS PHONE: 3037936500 MAIL ADDRESS: STREET 1: 7800 EAST ORCHARD ROAD STREET 2: SUITE 480 CITY: ENGLEWOOD STATE: CO ZIP: 80111 8-K 1 FORM 8-K 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): April 6, 1998 U S WEST, Inc. (Exact name of registrant as specified in its charter)
A Delaware Corporation Commission File Number IRS Employer Identification No. (State of incorporation) 1-8611 84-0926774
7800 East Orchard Road Englewood, Colorado 80111 (Address of principal executive offices) (303) 793-6500 (Registrant's telephone number, including area code) Item 2. Acquisition or Disposition of Assets On April 6, 1998, the Media Group of U S WEST, Inc. (the "Media Group") sold its domestic wireless businesses to AirTouch Communications, Inc. ("AirTouch") in a tax-efficient transaction (the "AirTouch Transaction"). The AirTouch Transaction was consummated in accordance with the terms of an Agreement and Plan of Merger, dated as of January 29, 1998 (the "AirTouch Merger Agreement"), among U S WEST, Inc., U S WEST Media Group, Inc., U S WEST NewVector Group, Inc. ("NewVector"), U S WEST PCS Holdings, Inc. ("PCS Holdings") and AirTouch. The Media Group's domestic wireless business was conducted by NewVector, which conducted the Media Group's domestic cellular business, and by PCS Holdings, which held the Media Group's interest in PrimceCo Personal Communications, L.P., a provider of personal communications services. Pursuant to the AirTouch Merger Agreement, NewVector and PCS Holdings merged with and into AirTouch and, as a result, AirTouch acquired the businesses of NewVector and PCS Holdings. Pursuant to the AirTouch Transaction, the Media Group received from AirTouch (i) $1.65 billion in liquidation preference of dividend-bearing AirTouch preferred stock, and (ii) 59.5 million shares of AirTouch common stock. In addition, AirTouch assumed $1.35 billion of indebtedness of NewVector and PCS Holdings. 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. /s/ STEPHEN E. BRILZ By:______________________________________ Stephen E. Brilz Assistant Secretary Dated April 17, 1998 -----END PRIVACY-ENHANCED MESSAGE-----