-----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, EeKlf3goQI1dyOrHAAXjY/mwadR5Gk37Suc5WSriuYXelrZrT94XM3wcSPs4sNk/ Q1uNAR/CDp5gmdzqeNdcwA== 0000912057-95-009112.txt : 19951101 0000912057-95-009112.hdr.sgml : 19951101 ACCESSION NUMBER: 0000912057-95-009112 CONFORMED SUBMISSION TYPE: 8-B12B PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19951030 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: 8-B12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-08611 FILM NUMBER: 95585652 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-B12B 1 FORM 8B - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ FORM 8-B FOR REGISTRATION OF SECURITIES OF CERTAIN SUCCESSOR ISSUERS FILED PURSUANT TO SECTION 12(B) OR 12(G) OF THE SECURITIES EXCHANGE ACT OF 1934 ------------------------ U S WEST, INC. (Exact name of registrant as specified in its charter) DELAWARE 84-0926774 (State of incorporation or (IRS Employer organization) Identification No.) 7800 EAST ORCHARD ROAD ENGLEWOOD, COLORADO 80111 (Address of principal executive (Zip Code) offices)
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(B) OF THE SECURITIES EXCHANGE ACT OF 1934:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH TO BE SO REGISTERED: EACH CLASS IS TO BE REGISTERED: - -------------------------------------------- ------------------------------- Liquid Yield Option Notes Due 2011 New York Stock Exchange Guarantee by U S WEST, Inc. for the New York Stock Exchange benefit of holders of 7.96% Trust Originated Preferred Securities of U S WEST Financing I Guarantee by U S WEST, Inc. of 8.625% New York Stock Exchange Medium-Term Notes Due 2001 of U S WEST Capital Funding, Inc.
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE SECURITIES EXCHANGE ACT OF 1934: None. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- ITEM 1. GENERAL INFORMATION. (a) U S WEST, Inc. (the "Registrant") was organized on May 12, 1995 as a corporation under the laws of the state of Delaware. (b) The Registrant's fiscal year ends December 31. ITEM 2. TRANSACTION OF SUCCESSION. (a) The predecessor of the Registrant will be U S WEST, Inc., a Colorado corporation ("U S WEST"), which has securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended. (b) Shareholders of U S WEST will be asked at a Special Meeting of Shareholders to be held on October 31, 1995 (the "Special Meeting") to consider and approve an Agreement and Plan of Merger, dated as of August 17, 1995 (the "Merger Agreement"), between U S WEST and the Registrant, pursuant to which (i) U S WEST will be merged with and into the Registrant, a wholly owned subsidiary of U S WEST (the "Merger"). At the effective time of the Merger (the "Effective Time"), (i) each Liquid Yield Option Note Due 2011 ("LYONs") of U S WEST will be assumed by, and become the obligation of, the Registrant, (ii) the Guarantee by U S WEST (the "TOPrS Guarantee") of the 7.96% Trust Originated Preferred Securities of U S WEST Financing I (the "TOPrS") will be assumed by, and become the obligation of, the Registrant and (iii) the Guarantee by U S WEST (the "Notes Guarantee") of the 8.625% Medium-Term Notes Due 2011 (the "Notes") of U S WEST Capital Funding, Inc. ("Capital Funding") will be assumed by, and become the obligation of, the Registrant. ITEM 3. SECURITIES TO BE REGISTERED. (a) LYONs As of October 24, 1995, $1,667,500,000 aggregate principal amount at maturity of LYONs was authorized and $1,572,000,000 aggregate principal amount at maturity of LYONS was issued. No LYONs were held by or for the account of U S WEST. (b) TOPS Guarantee As of October 24, 1995, one TOPrS Guarantee was authorized and issued, which guaranteed the obligations of U S WEST Financing under 24,000,000 TOPrS. No TOPrS Guarantees were held by or for the account of U S WEST. (c) Notes Guarantee As of October 24, 1995, one Notes Guarantee was authorized and issued, which guaranteed the obligations of Capital Funding under $25,000,000 of Notes. No Notes Guarantees were held by or for the account of U S WEST. ITEM 4. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED. (a) LYONs A description of the LYONs is contained in the Registration Statement of the Registrant on Form S-3 (File No. 33-40885) and is incorporated herein by reference. (b) TOPrS Guarantee A description of the TOPrS Guarantee is contained in the Registration Statement of the Registrant, U S WEST Capital Funding, Inc., U S WEST Financing I, U S WEST Financing II and U S WEST Financing III on Form S-3 (File No. 33-57889) and is incorporated herein by reference. (c) Notes Guarantee A description of the Notes Guarantee is contained in the Registration Statement of U S WEST and Capital Funding on Form S-3 (File Nos. 33-19226 and - -19226-01) and is incorporated herein by reference. 2 ITEM 5. FINANCIAL STATEMENTS AND EXHIBITS. (a) Financial Statements. Financial statements of the Registrant are included in the Proxy Statement provided to shareholders of U S WEST in connection with the Special Meeting, which also constitutes a prospectus of the Registrant with respect to the shares of capital stock of the Registrant issued in the Merger (the "Proxy Statement/Prospectus"). The Proxy Statement/Prospectus is included in the Registration Statement of the Registrant on Form S-4 (File No. 33-59315) and is filed as Exhibit 99 to this Registration Statement. Accordingly, pursuant to the Instructions as to Financial Statements, such financial statement are not included herein. (b) Exhibits 2 -- Agreement and Plan of Merger, dated as of August 17, 1995, between the Registrant and U S WEST (incorporated herein by reference to Exhibit 1 to Registration Statement on Form S-4, File No. 33-59315). 4-A -- Form of Indenture relating to the LYONs between U S WEST and Norwest Bank Minnesota, N.A., as Trustee (incorporated herein by reference to Exhibit 4(a) to Registration Statement on Form S-3, File No. 33-40885. 4-B -- Form of First Supplemental Indenture relating to the assumption by the Registrant of the obligations of U S WEST under the LYONS. 4-C -- Form of TOPrS Guarantee (incorporated herein by reference to Exhibit 4-I to Registration Statement on Form S-3, File No. 33-57889). 4-D -- Form of Indenture relating to the Notes Guarantee among U S WEST, Capital Funding and First National Bank of Santa Fe, as Trustee (incorporated herein by reference to Exhibit 4-A to Registration Statement on Form S-3, File Nos. 33-19226 and -19226-01). 4-E -- Form of First Supplemental Indenture relating to the assumption by the Registrant of the obligations of U S WEST under the Notes Guarantee. 99 -- Proxy Statement/Prospectus (contained in the the Registrant's Registration Statement on Form S-4 File No. 33-59315, and incorporated herein by reference).
3 SIGNATURE Pursuant to the requirements of Section 12 of the Securities and Exchange Act of 1934, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized. Dated: October 30, 1995 U S WEST, Inc. By: /s/ STEPHEN E. BRILZ -------------------------------------- Name: Stephen E. Brilz Title: Assistant Secretary 4 EX-4.B 2 EXHIBIT 4-B FIRST SUPPLEMENTAL INDENTURE FIRST SUPPLEMENTAL INDENTURE, dated as of November 1, 1995 (this "First Supplemental Indenture"), between U S WEST, Inc., a Delaware corporation ("U S WEST"), and Norwest Bank Minnesota, National Association, as Trustee (the "Trustee"). W I T N E S S E T H: WHEREAS, U S WEST, Inc., a Colorado corporation ("U S WEST Colorado"), and the Trustee executed and delivered an Indenture, dated as of June 1, 1991 (the "Indenture"), to provide for the issuance of Liquid Yield Option Notes Due 2011 by U S WEST Colorado (the "Securities"); WHEREAS, on the date hereof, pursuant to an Agreement and Plan of Merger, dated as of August 17, 1995, between U S WEST Colorado and U S WEST, (i) U S WEST Colorado is being merged with and into U S WEST, with U S WEST continuing as the surviving corporation (the "Merger") and (ii) each outstanding share of Common Stock, without par value, of U S WEST Colorado is being converted into one share of U S WEST Communications Group Common Stock, par value $.01 per share ("Communications Stock"), and one share of U S WEST Media Group Common Stock, par value $.01 per share ("Media Stock"), of U S WEST; WHEREAS, in accordance with Sections 5.01 and 11.14 of the Indenture, U S WEST desires to assume all of the obligations of U S WEST Colorado under the Indenture and the Securities and to provide for certain adjustments with respect to the consideration into which the Securities are convertible; and WHEREAS, U S WEST has requested that the Trustee execute and deliver this First Supplemental Indenture pursuant to Section 9.01 of the Indenture, and all requirements necessary to make this First Supplemental Indenture a valid instrument in accordance with its terms have been performed and the execution and delivery of this First Supplemental Indenture has been duly authorized in all respects by U S WEST. NOW, THEREFORE, U S WEST covenants and agrees with the Trustee as follows: ARTICLE I ASSUMPTION OF OBLIGATIONS SECTION 1.01. ASSUMPTION OF OBLIGATIONS. In accordance with the provisions of Section 5.01 of the Indenture, U S WEST hereby assumes all of the obligations of U S WEST Colorado under the Indenture and the Securities. SECTION 1.02. DISCHARGE OF OBLIGATIONS. In accordance with the provisions of Section 5.01 of the Indenture, all of the obligations of U S WEST Colorado under the Indenture and the Securities are hereby terminated. ARTICLE II CONVERSION SECTION 2.01. CONVERSION OF SECURITIES. Following the Merger, the Holders of a Security shall have the right to convert such Security into the kind and amount of securities, cash or other assets which such Holder would have received immediately after the Merger if such Holder had converted such Security immediately before the effective date of the Merger, assuming (to the extent applicable) that such Holder (i) was not a constituent person or an Affiliate of a constituent person to the Merger; (ii) made no election with respect thereto; and (iii) was treated alike with the plurality of non-electing Holders. SECTION 2.02. CERTAIN ADJUSTMENTS. Following, the Merger, the Conversion Rate shall be subject to adjustment upon the occurrence of an action taken with respect to the Communications Stock or the Media Stock as is contemplated by Article 11 of the Indenture with respect to the Common Stock, on terms comparable to those applicable to the Common Stock in Article 11 of the Indenture. 2 ARTICLE III MISCELLANEOUS SECTION 3.01. DEFINITIONS. Capitalized terms used but not defined in this First Supplemental Indenture shall have the meanings ascribed thereto in the Indenture. SECTION 3.02. CONFIRMATION OF INDENTURE. The Indenture, as supplemented and amended by this First Supplemental Indenture, is in all respects ratified and confirmed, and the Indenture, this First Supplemental Indenture and all indentures supplemental thereto shall be read, taken and construed as one and the same instrument. SECTION 3.03. CONCERNING THE TRUSTEE. The Trustee assumes no duties, responsibilities or liabilties by reason of this First Supplemental Indenture other than as set forth in the Indenture. SECTION 3.04. GOVERNING LAW. This First Supplemental Indenture, the Indenture and the Securities shall be governed by and construed in accordance with the internal laws of the State of New York. SECTION 3.05. SEPARABILITY. In case any one or more of the provisions contained in this First Supplemental Indenture shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this First Supplemental Indenture, but this First Supplemental Indenture shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. SECTION 3.06. COUNTERPARTS. This First Supplemental Indenture may be executed in any number of counterparts each of which shall be an original, but such counterparts shall together constitute but one and the same instrument. 3 IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be duly executed, and their respective corporate seals to be hereunto affixed and attested, as of the day and year first above written. U S WEST, INC. By:_________________________ Name: Title: Attest: By:_________________________ Name: Title: NORWEST BANK MINNESOTA By:_________________________ Name: Title: Attest: By:_________________________ Name: Title: 4 STATE OF ) COUNTY OF ) ss.: On the ____ day of ___________, 1995, before me personally came _______________ to me known, who, being by me duly sworn, did depose and say that he is the __________________ of U S WEST, INC., one of the corporations described in and which executed the above instrument; that he knows the corporate seal of said corporation; that the seal affixed to the said instrument is such corporation seal; that it was so affixed by authority of the Board of Directors of said corporation, and that he signed his name thereto by like authority. ____________________________ NOTARY PUBLIC [seal] Commission expires STATE OF ) COUNTY OF ) ss.: On the ____ day of ___________, 1995, before me personally came _____________________ to me known, who, being by me duly sworn, did depose and say that he is the ______________________ of NORWEST BANK MINNESOTA, one of the corporations described in and which executed the above instrument; that he knows the corporate seal of said corporation; that the seal affixed to the said instrument is such corporation seal; that it was so affixed by authority of the Board of Directors of said corporation, and that he signed his name thereto by like authority. ____________________________ NOTARY PUBLIC [seal] Commission expires 5 EX-4.E 3 EXHIBIT 4-E FIRST SUPPLEMENTAL INDENTURE FIRST SUPPLEMENTAL INDENTURE, dated as of November 1, 1995 (this "First Supplemental Indenture"), between U S WEST, Inc., a Delaware corporation ("U S WEST"), and First National Bank of Santa Fe (formerly Banquest/First National Bank of Santa Fe), a national banking association duly organized and validly existing under the laws of the United States of America, as Trustee (the "Trustee"). W I T N E S S E T H: WHEREAS, U S WEST, Inc., a Colorado corporation ("U S WEST Colorado"), U S WEST Capital Funding, Inc., a Colorado corporation ("Capital Funding"), and the Trustee executed and delivered an Indenture, dated as of June 1, 1986, as amended by the Trust Indenture Reform Act of 1990 (the "Indenture"), to provide for the issuance from time to time of unsecured debt securities of Capital Funding (the "Securities") guaranteed by U S WEST Colorado (the "Guarantees"); WHEREAS, on the date hereof, pursuant to an Agreement and Plan of Merger, dated as of August 17, 1995, between U S WEST Colorado and U S WEST, U S WEST Colorado is being merged with and into U S WEST, with U S WEST continuing as the surviving corporation; WHEREAS, in accordance with Section 5.02 of the Indenture, U S WEST desires to assume all of the obligations of U S WEST Colorado under the Indenture and the Guarantees; and WHEREAS, U S WEST has requested that the Trustee execute and deliver this First Supplemental Indenture pursuant to Section 9.01 of the Indenture, and all requirements necessary to make this First Supplemental Indenture a valid instrument in accordance with its terms have been performed and the execution and delivery of this First Supplemental Indenture has been duly authorized in all respects by U S WEST. NOW, THEREFORE, U S WEST covenants and agrees with the Trustee as follows: ARTICLE I ASSUMPTION OF OBLIGATIONS SECTION 1.01. ASSUMPTION OF OBLIGATIONS. In accordance with the provisions of Section 5.02 of the Indenture, U S WEST hereby assumes all of the obligations of U S WEST Colorado under the Indenture and the Guarantees. ARTICLE II MISCELLANEOUS SECTION 2.01. CONFIRMATION OF INDENTURE. The Indenture, as supplemented and amended by this First Supplemental Indenture, is in all respects ratified and confirmed, and the Indenture, this First Supplemental Indenture and all indentures supplemental thereto shall be read, taken and construed as one and the same instrument. SECTION 2.02. CONCERNING THE TRUSTEE. The Trustee assumes no duties, responsibilities or liabilties by reason of this First Supplemental Indenture other than as set forth in the Indenture. SECTION 2.03. GOVERNING LAW. This First Supplemental Indenture, the Indenture, the Securities and the Guarantees shall be governed by and construed in accordance with the internal laws of the State of New York. SECTION 2.04. SEPARABILITY. In case any one or more of the provisions contained in this First Supplemental Indenture shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this First Supplemental Indenture, but this First Supplemental Indenture shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. 2 SECTION 2.05. COUNTERPARTS. This First Supplemental Indenture may be executed in any number of counterparts each of which shall be an original, but such counterparts shall together constitute but one and the same instrument. IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be duly executed, and their respective corporate seals to be hereunto affixed and attested, as of the day and year first above written. U S WEST, INC. By:_________________________ Name: Title: Attest: By:_________________________ Name: Title: FIRST NATIONAL BANK OF SANTA FE By:_________________________ Name: Title: Attest: By:_________________________ Name: Title: 3 STATE OF ) COUNTY OF ) ss.: On the ____ day of ___________, 1995, before me personally came _______________ to me known, who, being by me duly sworn, did depose and say that he is the __________________ of U S WEST, INC., one of the corporations described in and which executed the above instrument; that he knows the corporate seal of said corporation; that the seal affixed to the said instrument is such corporation seal; that it was so affixed by authority of the Board of Directors of said corporation, and that he signed his name thereto by like authority. ____________________________ NOTARY PUBLIC [seal] Commission expires STATE OF ) COUNTY OF ) ss.: On the ____ day of ___________, 1995, before me personally came _____________________ to me known, who, being by me duly sworn, did depose and say that he is the ______________________ of FIRST NATIONAL BANK OF SANTA FE, one of the corporations described in and which executed the above instrument; that he knows the corporate seal of said corporation; that the seal affixed to the said instrument is such corporation seal; that it was so affixed by authority of the Board of Directors of said corporation, and that he signed his name thereto by like authority. ____________________________ NOTARY PUBLIC [seal] Commission expires 4 -----END PRIVACY-ENHANCED MESSAGE-----