0000912057-95-006843.txt : 19950824 0000912057-95-006843.hdr.sgml : 19950824 ACCESSION NUMBER: 0000912057-95-006843 CONFORMED SUBMISSION TYPE: 8-B12B PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19950823 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: 95566285 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 8-B -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- 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: ----------------------------------------------------- ------------------------------- U S WEST Communications Group New York Stock Exchange Common Stock, par value $.01 per share Pacific Stock Exchange U S WEST Communications Group Preferred New York Stock Exchange Stock Purchase Rights Pacific Stock Exchange U S WEST Media Group New York Stock Exchange Common Stock, par value $.01 per share Pacific Stock Exchange U S WEST Media Group Preferred New York Stock Exchange Stock Purchase Rights Pacific Stock Exchange
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 (the "Special Meeting") to consider and approve an Agreement and Plan of Merger, dated as of August 17, 1995, 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"), and (ii) each share of common stock, without par value, of U S WEST, together with the Preferred Stock Purchase Right relating thereto, will be automatically converted into one share of U S WEST Communications Group Common Stock, par value $.01 per share, of the Registrant (the "Communications Stock"), together with a U S WEST Communications Group Preferred Stock Purchase Right of the Registrant (a "Communications Right"), and one share of U S WEST Media Group Common Stock, par value $.01 per share, of the Registrant, of the Registrant (the "Media Stock"), together with a U S WEST Media Group Preferred Stock Purchase Right of the Registrant (a "Media Right"). ITEM 3. SECURITIES TO BE REGISTERED. (a) Communications Stock and Media Stock Pursuant to the terms of the Restated Certificate of Incorporation of the Registrant to be filed with the Secretary of State of Delaware immediately prior to the Effective Time, there will be authorized 2 billion shares of Communications Stock and 2 billion shares of Media Stock. No shares of Communications Stock or Media Stock are presently issued. At the Effective Time, each issued and outstanding share of Existing Common Stock will be automatically converted into one share of Communications Stock and one share of Media Stock and all shares of Existing Common Stock held by U S WEST will be cancelled. As of August 7, 1995, there were 471,329,711 shares of Existing Common Stock issued and outstanding. Accordingly, if the Effective Time had been on August 7, 1995, there would have been 471,329,711 shares of each of Communications Stock and Media Stock outstanding and no shares of Communications Stock or Media Stock would have been held by the Registrant. (b) Communications Rights and Media Rights Pursuant to the Amended and Restated Rights Agreement between the Registrant and State Street Bank and Trust Company, as Rights Agent, the Registrant is authorized to issue a Communications Right in respect of each issued share of Communications Stock and a Media Right in respect of each issued share of Media Stock. As a result, upon the Effective Time, there will be issued and outstanding one Communications Right for each issued and outstanding share of Communications Stock and one Media Right for each issued and outstanding share of Media Stock. ITEM 4. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED. Descriptions of the Communications Stock, the Media Stock, the Communications Rights and the Media Rights are contained in Amendment No. 2 to the Registrant's Registration Statement on Form S-4 (File no. 33-59315) (as further amended, the "S-4 Registration Statement") and are incorporated herein by reference. 2 ITEM 5. FINANCIAL STATEMENTS AND EXHIBITS. (a) Financial Statements. Financial statements of the Registrant and of the U S WEST Media Group and the U S WEST Communications Group 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 Communications Stock, Communications Rights, Media Stock and Media Rights to be issued in the Merger (the "Proxy Statement/Prospectus"). The Proxy Statement/Prospectus is included in the S-4 Registration Statement 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 the S-4 Registration Statement). 3-A -- Form of Restated Certificate of Incorporation of the Registrant (incorporated herein by reference to Exhibit 3-A to the S-4 Registration Statement). 3-B -- By Laws of the Registrant (incorporated by reference to Exhibit 3-B to the S-4 Registration Statement). 4-A -- Form of Amended and Restated Rights Agreement between the Registrant and State Street Bank and Trust Company, as Rights Agent (incorporated herein by reference to Exhibit 4-A to the S-4 Registration Statement). 99 -- Proxy Statement/Prospectus (contained in the S-4 Registration Statement 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: August 23, 1995 U S WEST, Inc. By: /s/ STEPHEN E. BRILZ -------------------------------------- Name: Stephen E. Brilz Title: Assistant Secretary 4