-----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, D3Gc3I3GIwkrcjlUSzZ83EMNiv6op6ZBWZzKBlnrfMCJkQT/1zMy0UfF5RVWqn57 aPhK9m3EoVPKxs4QR2F2CA== 0000912057-95-008441.txt : 19951011 0000912057-95-008441.hdr.sgml : 19951011 ACCESSION NUMBER: 0000912057-95-008441 CONFORMED SUBMISSION TYPE: 424B1 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19951010 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: 424B1 SEC ACT: 1933 Act SEC FILE NUMBER: 033-63087 FILM NUMBER: 95579553 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 424B1 1 FORM 424B1 - -------------------------------------------------------------------------------- [LOGO] SHAREOWNER INVESTMENT PLAN U S WEST, Inc., a Delaware corporation ("U S WEST" or the "Company"), as a service to its registered shareowners and other investors, offers a Shareowner Investment Plan (the "Plan") designed primarily to provide individual investors with a convenient method of purchasing shares of U S WEST Communications Group Common Stock ("Communications Stock") and/or U S WEST Media Group Common Stock ("Media Stock," and together with the Communications Stock, the "Common Stock"). Participants in the Plan may automatically reinvest all or a portion of their cash dividends paid on shares of Common Stock registered in their name and make optional investments of cash of up to $100,000 per calendar year in Communications Stock and up to $100,000 per calendar year in Media Stock. The sale and purchase of Communications Stock and Media Stock are subject to the approval by shareowners, at a special meeting scheduled for October 31, 1995, of a proposal (the "Recapitalization Proposal") to (i) merge U S WEST, Inc., a Colorado corporation ("U S WEST Colorado") with and into the Company, and (ii) create the Communications Stock and the Media Stock. The Communications Stock and Media Stock are intended to reflect separately the performance of the communications business of U S WEST Communications, Inc. and certain other subsidiaries of the Company (the "Communications Group"), and the Company's multimedia businesses (the "Media Group"), without diminishing the benefits of remaining a single company. The Recapitalization will permit separate market valuations of the Communications Stock and the Media Stock based upon the separate operating results of the Communications Group and the Media Group. The Company currently intends to pay regular quarterly dividends on the Communications Stock in an amount equal to $0.535 per share, which is the current quarterly dividend rate on U S WEST Colorado's existing common stock ("Existing Common Stock"). The Company does not anticipate paying dividends on the Media Stock in the foreseeable future. If the Recapitalization Proposal is approved, each Plan participant shall have an account for Communications Stock and an account for Media Stock, and each such account will be credited with a number of shares of Communications Stock or Media Stock, as the case may be, equal to the number of shares of Existing Common Stock in his or her Plan account on October 31, 1995. Reinvested dividends will be applied toward the purchase of additional shares of Communications Stock unless a participant directs otherwise, as described in this Prospectus. A participant may not reinvest dividends in both Communications Stock and Media Stock; any reinvested dividends must be applied toward the purchase of one class of Common Stock or the other. Optional cash investments may be made in any combination of Communications Stock or Media Stock, though optional cash investments are limited to $100,000 per calendar year for Communications Stock and $100,000 per calendar year for Media Stock. The price of shares of Common Stock purchased under the Plan will be either (a) if purchased from the Company, the average of the high and low sales prices of the shares of Common Stock on the Investment Date, as reported on the New York Stock Exchange Consolidated Tape or, if no trading occurs on such date, the average of the high and low sale prices on the trading days immediately preceding and following such Investment Date, or (b) if purchased on the open market or by negotiated transactions, the average cost of all shares purchased in relation to the Investment Date. The closing price of the Existing Common Stock on September 27, 1995, as shown on the New York Stock Exchange Consolidated Tape, was $47.625 per share. Shareowners who elect not to participate in the Plan will continue to receive their cash dividends, as declared, in the usual manner. ------------------------ This Prospectus relates to 20,000,000 authorized shares of Communications Stock and 10,000,000 authorized shares of Media Stock registered for purchase under the Plan. THE TERMS OF THIS PROSPECTUS APPLY TO DIVIDENDS REINVESTED AND OPTIONAL PAYMENTS MADE ON OR AFTER NOVEMBER 1, 1995. IT IS SUGGESTED THAT THIS PROSPECTUS BE RETAINED FOR FUTURE REFERENCE. ------------------------ THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. October 10, 1995 - -------------------------------------------------------------------------------- AVAILABLE INFORMATION U S WEST is subject to the informational requirements of the Securities Exchange Act of 1934 (the "Exchange Act") and, in accordance therewith, files reports, proxy statements and other information with the Securities and Exchange Commission (the "Commission"). Such reports, proxy statements and other information filed by U S WEST with the Commission can be inspected and copied at the public reference facilities maintained by the Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, as well as at the Regional Offices of the Commission at Seven World Trade Center, 13th Floor, New York, New York 10048, and Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such material can be obtained at prescribed rates from the Public Reference Section of the Commission at 450 Fifth Street, N.W. Washington, D.C. 20549. In addition, certain reports, proxy material and other information concerning U S WEST can be inspected at the offices of The New York Stock Exchange, Inc. ------------------------ INCORPORATION OF DOCUMENTS BY REFERENCE The following documents have been filed by U S WEST or U S WEST Colorado with 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, 1994. (2) Quarterly Reports on Form 10-Q for the quarters ended March 31, 1995 and June 30, 1995. (3) Current Reports on Form 8-K dated January 19, 1995, April 10, 1995, April 18, 1995, May 23, 1995 (as amended by Forms 8-K/A filed on July 12, 1995 and August 24, 1995), June 20, 1995, July 28, 1995, September 22, 1995 and September 28, 1995. (4) 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. All documents filed by U S WEST pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus shall be deemed to be incorporated by reference in this Prospectus and to be 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 Prospectus 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 or in any prospectus supplement, 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 Prospectus. 1 Copies of the above documents (excluding exhibits to such documents, unless such exhibits have been specifically incorporated by reference therein) may be obtained without charge from the Treasurer, 7800 E. Orchard Road, Englewood, Colorado 80111 (telephone number 303-793-6500), upon request by any person to whom a copy of this Prospectus has been delivered. U S WEST, INC. U S WEST is incorporated under the laws of the State of Delaware and has its principal executive offices at 7800 East Orchard Road, Englewood, Colorado 80111 (telephone number 303-793-6500). SHAREOWNER INVESTMENT PLAN The following is a question and answer statement of the provisions of the Plan. PURPOSE AND ADVANTAGES 1. WHAT IS THE PURPOSE OF THE PLAN? The purpose of the Plan is to provide shareowners of record and other investors with a convenient and efficient method of purchasing shares of Common Stock, and reinvesting all or part of the dividends paid thereon in additional shares of Common Stock. 2. WHAT ARE SOME OF THE ADVANTAGES AND FEATURES OF THE PLAN? - Participants acquire additional shares of Common Stock automatically by reinvesting all or a portion of their cash dividends in additional shares of Common Stock. - Participants may supplement the purchases made with reinvested dividends by also making optional cash payments of up to $100,000 per year in the case of either or both of the Communications Stock and the Media Stock. Optional payments may be made by check, money order or electronic funds transfer from a predesignated bank account. - Participants pay no brokerage fees in connection with purchases of Common Stock under the Plan. - Participants will be credited with dividends paid on all full and fractional shares of Common Stock acquired under the Plan. - Participants may deposit their certificates of Common Stock with the Agent for safekeeping at no additional cost. - Participants may direct the Company to transfer, at any time and at no cost to the participants, all or a portion of their shares of Common Stock to other persons. 2 - Persons not presently owning shares of Common Stock may become participants by making an initial cash investment of at least $300 with respect to either Communications Stock or Media Stock under the terms of the Plan. - Present participants may purchase shares of Common Stock for family members and others by making an initial cash investment of at least $300 to purchase such shares under the terms of the Plan. - Personal recordkeeping is simplified by the Agent's issuance of statements following an optional cash purchase or a participant's receipt of a quarterly dividend. - Participants owning 100 shares or fewer may direct the Agent by telephone to sell all or a portion of their shares of Common Stock. COSTS 3. ARE THERE ANY EXPENSES TO PARTICIPANTS IN CONNECTION WITH PURCHASES UNDER THE PLAN? Each participant will incur a $1.00 quarterly fee per Plan account in which a participant holds Common Stock on which dividends are declared. The quarterly fee will be deducted from the dividend paid each quarter on enrolled shares and the remaining net dollar amount will be used to purchase shares. The chart below reflects the amount of dividends, after the $1.00 fee has been deducted, that would be available to purchase additional shares. The chart is based upon a dividend of $0.535 per quarter that the Company currently intends to pay on each share of Communications Stock.
PERCENT OF AMOUNT OF DIVIDENDS QUARTERLY DIVIDENDS AVAILABLE NUMBER OF AMOUNT OF AFTER TO PURCHASE SHARES DIVIDENDS $1.00 FEE ADDITIONAL SHARES - ----------- ---------- ---------- ------------------- 4 $ 2.14 $ 1.14 53.27% 10 5.35 4.35 81.31% 20 10.70 9.70 90.65% 50 26.75 25.75 96.26% 100 53.50 52.50 98.13%
A fee of $1.00 will also be charged in connection with each optional cash investment in shares of Common Stock that do not pay a dividend. PLAN ADMINISTRATION 4. WHO ADMINISTERS THE PLAN? State Street Bank and Trust Company (the "Agent") has been designated by U S WEST to administer the Plan for participants, keep records, send statements of account to participants and perform other duties relating to the Plan. 3 ------------------------------------------ FOR INFORMATION ABOUT THE PLAN Call State Street Bank and Trust Company toll free: 800-537-0222. Outside the Continental United States call collect: 0-505-989-2004 or Write to: U S WEST, Inc., P.O. Box 8936, Boston, Massachusetts 02266-8936. All written notices and requests concerning the Plan should be mailed to the above address. Please include a telephone number in your letter where you can be reached during business hours. OPTIONAL PAYMENTS, WITH CHECKS PAYABLE TO U S WEST, MAY BE MAILED TO THE SAME ADDRESS. ------------------------------------------ PARTICIPATION 5. WHO IS ELIGIBLE TO PARTICIPATE IN THE PLAN? Anyone, whether or not a Common Stock holder of record, is eligible to participate in the Plan provided that he or she meets the requirements of participation as outlined in Question 6 below. At the Company's discretion, all optional cash payments for holders with more than one account for Communications Stock and one account for Media Stock using the same Social Security or Taxpayer Identification Number may be aggregated. For holders unable to supply a Social Security or Taxpayer Identification Number, the holder's participation may, at the Company's discretion, be limited to only one account for Communications Stock and one account for Media Stock. Also for purposes of such limitations, all Communications Stock or Media Stock Plan accounts that the Company, in its sole judgment, believes to be under common control or management or to have common ultimate beneficial ownership may be aggregated. If the Company determines that such accounts will be aggregated, unless the Company has also determined that individual investments of optional cash payments for such accounts would be consistent with the purposes of the Plan, the Company will have the right to return without interest within 30 days of receipt any amounts in excess of the applicable investment limitations received in respect of such accounts. The Company may establish other or additional requirements that apply to participation in the Plan by brokers, banks and others acting in a representative capacity on behalf of owners of the Company's Common 4 Stock. The Company reserves the right to decide that future participation by any participant in the Plan is dependent upon compliance with all requirements currently in effect applicable to optional cash payments (see Question 34). 6. HOW DOES A PERSON PARTICIPATE IN THE PLAN? (a) Current Participants Participants in the Plan on October 31, 1995 will automatically continue in the Plan. If the Recapitalization Proposal is approved, each Plan participant shall have an account for Communications Stock and an account for Media Stock, and each such account will be credited with a number of shares of Communications Stock or Media Stock, as the case may be, equal to the number of shares of Existing Common Stock in his or her Plan account on October 31, 1995. (b) Shareowners of record. After being furnished with a copy of the Plan Prospectus, shareowners of record may enroll in the Plan at any time by signing and returning to the Agent an Authorization Form, or by calling the Agent at 800-537-0222. (c) Persons Not Presently Owners of Shares of Common Stock After being furnished with a copy of the Plan Prospectus, anyone may apply for enrollment in the Plan by completing and returning to the Agent the appropriate Authorization Form, together with a check or money order (in U.S. dollars) in an amount of not less than $300 nor more than $200,000 (of which a maximum of $100,000 may be applied toward the purchase of any single class of stock) made payable to "U S WEST, Inc." Regulations governing the different forms of stock registration may vary by state and may impose certain restrictions on the manner in which participants desire to have their share ownership recorded on the books of the Company. (d) Four-Share Minimum Each participant must maintain in his or her account under the Plan at least four shares of Common Stock on which dividends are declared and then reinvested in additional shares of Common Stock. 7. WHEN DOES ENROLLMENT IN THE PLAN BECOME EFFECTIVE? (a) Enrollment in the Plan will commence upon review and acceptance by the Agent of a properly executed Authorization Form, or upon approval of a telephone enrollment request by the Agent. However, as more fully described in Question 7(b) below, the reinvestment of a participant's Common Stock cash dividends may not necessarily commence immediately upon the participant's enrollment in the Plan. 5 (b) Reinvestment of a participant's Common Stock cash dividend will commence with the next dividend payable after the participant's enrollment in the Plan, provided that enrollment becomes effective on or before the record date for the dividend. Record dates generally precede dividend dates by approximately two weeks. (c) Optional cash payments and initial payments will be invested in respect of the next Investment Date (as defined in Question 8) after their receipt, provided that such payments are received by the Agent no later than two business days ("business day" as used herein means any regular business day of U S WEST) prior to such Investment Date. Dividend and voting rights will commence upon settlement, which is ordinarily three business days after purchase whether from the Company or any other source. (d) It is the Company's desire to make the Plan available to all persons wishing to participate. However, regulations in certain countries may limit or prohibit participation in this type of plan. Therefore, persons residing outside the United States who wish to join the Plan should first determine whether they are subject to any governmental regulation prohibiting their participation. INVESTMENT DATES 8. WHAT ARE THE PLAN'S INVESTMENT DATES? (a) With respect to dividend reinvestments, the Investment Date is the same as the dividend payment date, generally on the first business day of each February, May, August and November. (b) The Investment Date for optional cash payments and initial payments will be every Thursday (or, if such Thursday is not a business day, the next succeeding business day). OPTIONAL CASH PAYMENTS AND PAYMENTS SUBMITTED WITH AUTHORIZATION FORMS 9. WHEN AND IN WHAT AMOUNTS MAY OPTIONAL CASH PAYMENTS AND PAYMENTS SUBMITTED WITH AUTHORIZATION FORMS BE MADE? (a) Participants Who are Shareowners of Record. Optional cash payments may be made once in any business week (Monday through Friday) in any amount not less than $25 (in U.S. dollars), subject to the calendar year maximum of $200,000 (of which a maximum of $100,000 may be applied toward the purchase of any single class of stock). Payments may be made on a regular basis or only periodically, as desired. Payments may be made any time after enrollment in the Plan. (b) Persons Who Do Not Presently own Shares of Common Stock Initial cash payments may be in any amount not less than $300 nor more than $200,000 (of which a maximum of $100,000 may be applied toward the purchase of any single class of stock), and must accompany the Authorization Form. 6 (c) Since interest will not be paid on any optional cash payments or initial cash payments received and held by the Agent prior to investment, it is to the benefit of the persons making such payments to mail them so as to be received by the Agent as close as possible to, but not after, the applicable Investment Date. (d) All optional cash payments or initial cash payments should be made (1) by check or money order made payable to "U S WEST, Inc." and mailed to the Agent (for the convenience of participants, a return envelope and a cash payment form are enclosed with account statements mailed to participants; a separate check for each class of stock should be submitted with the cash payment form), or (2) via electronic funds transfer ("EFT") from a predesignated account (for information regarding payment by EFT, call the Agent at (800) 537-0222). Participants making a payment via EFT may be charged fees by the commercial bank initiating the transfer. A separate EFT transfer must be made for each class of stock purchased. SOURCE AND PRICE OF SHARES PURCHASED 10. WHAT IS THE SOURCE OF SHARES PURCHASED UNDER THE PLAN AND HOW IS THE PRICE OF SUCH SHARES DETERMINED? (a) At the discretion of the Company, Common Stock purchased with reinvested dividends or cash payments will be newly issued shares, treasury shares, or open market purchases. (b) The price of shares of Common Stock purchased from the Company will be the average of the high and low sales prices on the Investment Date as reported on the New York Stock Exchange Consolidated Tape, or if no trading occurs on that date, the average of the high and low sale prices on the trading days immediately preceding and following the Investment Date. (c) The price of shares of Common Stock purchased on the open market or by negotiated transactions will be the average cost of all shares purchased in relation to the Investment Date, calculated to four decimal places, less brokerage commissions. (d) Communications Stock and Media Stock will be priced separately, as described in (b) above. Ticker symbols are "USW" for Communications Stock and "UMG" for Media Stock. SHARE PURCHASES 11. HOW MANY SHARES WILL BE PURCHASED FOR PARTICIPANTS? Each participant's account will be credited with the number of shares of Communications Stock or Media Stock (as selected by the participant), including fractions to three decimal places, equal to the total of the participant's investment amount, minus any fees, divided by the purchase price. 12. WHEN WILL SHARES BE PURCHASED? Shares of Common Stock acquired from the Company will be purchased for the accounts of the participants as of each Investment Date. Purchases of Common Stock from other than the Company will be made as promptly as possible on or after the applicable Investment Date and may occur over such periods of 7 time as are consistent with applicable federal securities laws. Optional cash payments or initial payments must be received by the Agent no later than two business days prior to the applicable Investment Date if they are to be applied to the purchase of Common Stock in relation to such date; dividend and voting rights will commence upon settlement, which is ordinarily three business days after purchase. Purchases on the open market may be made on any securities exchange where such shares are traded, in the over-the-counter market, or by negotiated transaction, and are subject to such terms and conditions, including price and delivery, to which the Agent may agree. For the purpose of making purchases, the Agent will commingle each participant's funds with those of all other participants. CUSTODIAN SERVICE FOR COMMON STOCK CERTIFICATES 13. WHAT IS THE PURPOSE OF THE PLAN'S CUSTODIAN SERVICE FOR CERTIFICATES AND HOW DOES IT WORK? The purpose of the Plan's Custodian Service is to permit participants in the Plan to deposit any Common Stock certificates in their possession with the Agent for safekeeping. Shares deposited for safekeeping will be credited to the participant's account under the Plan. 14. WHAT ARE THE ADVANTAGES OF THE PLAN'S CUSTODIAN SERVICE? The Plan's Custodian Service for safekeeping of stock certificates offers two significant advantages to participants. First, the risk associated with loss of a participant's stock certificates is eliminated. Ordinarily, if a stock certificate is lost or stolen, no transfer or sale of shares may take place until a replacement certificate is obtained. This procedure is not always simple and usually results in costs and paperwork both to the shareowner and to the Company. Second, because shares deposited with the Agent for safekeeping are treated in the same manner as shares purchased through the Plan, they may be sold through the Plan in a convenient and efficient manner. 15. HOW MAY COMMON STOCK CERTIFICATES BE DEPOSITED WITH THE AGENT? Participants who wish to deposit their certificates of Common Stock with the Agent must complete and return to the Company a letter of instruction together with Common Stock certificates registered in their names that are to be deposited. 16. WHAT HAPPENS TO CASH DIVIDENDS PAID ON SHARES OF COMMON STOCK DEPOSITED WITH THE AGENT? Cash dividends paid on certificates of Common Stock deposited with the Agent will, at the participant's discretion, be paid to the participant or reinvested in additional shares of either Communications Stock or Media Stock. Reinvested dividends will be applied toward the purchase of additional shares of Communications Stock unless a participant directs otherwise. Dividends may not be reinvested in a combination of Communications Stock and Media Stock; reinvested dividends must be applied toward the purchase of one class or the other. (see Question 18 below). 8 17. MAY SHARES REMAIN ON DEPOSIT WITH THE AGENT IF PARTICIPATION IN THE PLAN IS DISCONTINUED? No. Upon withdrawal from the Plan, participants must elect to receive their Plan shares either by certificate or in cash (see Question 22 below). REINVESTMENT OF CASH DIVIDENDS 18. MAY PARTICIPANTS REINVEST ONLY A PART OF THEIR CASH DIVIDENDS? Participants may specify the number of shares for which cash dividends are to be invested in additional shares of Common Stock and receive the balance of such dividends in cash ("Partial Reinvestment"). However, dividends on shares purchased with reinvested dividends shall be applied to the purchase of additional shares of Common Stock. Each participant must maintain in his or her account under the Plan at least four shares of Common Stock on which dividends are declared and then reinvested in additional shares of Common Stock. 19. MAY A PARTICIPANT CHANGE OPTIONS UNDER THE PLAN? A participant may change the investment at any time by signing a new Authorization Form and returning it to the Agent, or by telephoning the Agent at (800) 537-0222. An Authorization Form and envelope may be obtained at any time by contacting the Agent (see Question 4). Any change in option with respect to reinvestment of dividends must be received and approved by the Agent not later than the record date for the next dividend in order to make a change with respect to that dividend. Dividends on shares purchased with reinvested dividends must be applied to the purchase of additional shares of Common Stock. 20. WHAT KIND OF STATEMENTS OF ACCOUNT WILL BE SENT TO PARTICIPANTS IN THE PLAN? Each participant in the Plan will receive a Statement of Account following receipt of a dividend or an optional cash purchase showing amounts invested, purchase prices, shares purchased, fees paid, tax basis of shares purchased and other information for the year to date. Participants will receive a similar statement as soon as practicable following each optional cash payment, or initial cash payment pursuant to the Plan. In addition, each participant will receive communications sent to all registered shareowners, including U S WEST's annual report and notice of shareowners' meetings and proxy statement. CERTIFICATES FOR SHARES 21. WILL CERTIFICATES BE ISSUED FOR SHARES PURCHASED? Certificates for such shares purchased will not be issued to participants unless requested. This protects against loss, theft or destruction of stock certificates. The number of shares of Communications Stock and/or Media Stock held in accounts under the Plan will be shown on the participant's Statements of Account. 9 Certificates for any number of whole shares held in an account under the Plan will be issued within two weeks after receipt of a telephone request or a written request which should be signed by the participant (or participants if a joint registration). (Note: Corporations must submit a written request with a certified copy of the applicable corporate resolution). Such written request should be signature guaranteed and mailed to the Agent (see Question 4). Dividends will not be reinvested on these shares unless requested by the shareowner. Any remaining shares will continue to be held in the Participant's Account. Certificates for a fractional share will not be issued under any circumstances. Shares held in the account of a participant under the Plan may not be pledged, unless the participant has requested and received a certificate(s) for such shares. An institution that is required by law to maintain physical possession of certificates may request a special arrangement regarding the issuance of certificates for common shares purchased under the Plan. This request should be mailed to the Agent (see Question 4). TERMINATION OF PLAN ENROLLMENT 22. HOW DOES A PARTICIPANT WITHDRAW FROM THE PLAN AND HOW ARE SHARES OF COMMON STOCK DISTRIBUTED UPON TERMINATION OF ENROLLMENT? (a) Participation in the Plan may be terminated at any time by telephone or written notice to the Agent. Such notice, if written, must be signed by the participant(s). (b) Upon voluntary termination, the participant may elect to receive either: (1) A Common Stock certificate for all full shares and a check for the proceeds from the sale of any fraction of a share, less brokerage commission, transfer taxes, if any, and withholding tax, if any, or (2) A Common Stock certificate for part of the shares and a check for the proceeds from the sale of the balance of the shares of Common Stock in the participant's account, less brokerage commission, transfer taxes, if any, and withholding tax, if any, or (3) A check equal to the proceeds from the sale of all shares of Common Stock in the participant's account, less brokerage commission, transfer taxes, if any, and withholding tax, if any. Please note that, should a participant elect to sell more than 100 shares of Common Stock the Agent must receive such election in a written notice, accompanied by a signature guarantee. (c) A participant's enrollment in the Plan may be automatically terminated if his or her Plan shares total less than four full shares of Common Stock on which dividends are declared and then reinvested in additional shares of Common Stock. Upon automatic termination, the shareowner will receive a certificate for all full shares and a check for the proceeds from the sale of any fraction of a share, less brokerage commission, transfer taxes, if any, and withholding tax, if any. 10 (d) Withdrawal or sale of shares purchased with Cash Payments will not be effected until the funds of a participant's payment have been transferred to the Agent from the bank against which the payment was drawn. Accordingly, such request may be deferred by up to three weeks. 23. WHEN DOES A WITHDRAWAL FROM THE PLAN BECOME EFFECTIVE? A participant's enrollment in the Plan will be terminated as soon as practicable (usually within ten business days) after receipt by the Agent of the participant's written or telephone termination notice. However, if the notice of termination is received after an ex-dividend date but before a Common Stock dividend record date or within five business days of the next Common Stock dividend payment date, termination will be deferred until after the said record or payment date, as the case may be, so that the participant can receive the dividend. Sales will be made by the Agent on the open market at current prices or to the Plan or to the Company at the average of the high and low sales prices of the Common Stock as reported on the New York Stock Exchange Consolidated Tape on the date the termination request is processed. TRANSFER OF SHARES 24. MAY A PARTICIPANT ASSIGN OR TRANSFER ALL OR A PART OF HIS OR HER SHARES HELD UNDER THE PLAN TO ANOTHER PERSON? Yes, if a participant wishes to change the ownership of all or part of his or her shares held under the Plan's Custodian Service through gift, private sale or otherwise, the participant should mail a properly executed stock assignment (with signature guarantee), along with a letter of instruction, to the Agent. The Agent will provide the participant with a stock assignment form upon request. 25. IF PLAN SHARES ARE TRANSFERRED TO ANOTHER PERSON, WILL THE COMPANY ISSUE A STOCK CERTIFICATE TO THE TRANSFEREE? No. The Agent will retain the shares, and an account will be opened in the name of the person to whom the shares are transferred. The transferee will thereafter be treated as any other participant in the Plan. 26. HOW WILL A TRANSFEREE BE ADVISED OF HIS OR HER STOCK OWNERSHIP? The transferee will begin to receive Statements of Account just like other participants. MISCELLANEOUS 27. IF A PARTICIPANT SELLS OR TRANSFERS ALL OF THE COMMON STOCK REGISTERED IN HIS OR HER NAME, MAY HE OR SHE REMAIN IN THE PLAN? A minimum of four full shares of Common Stock, for which dividends are declared and then reinvested, must be held in the Plan to continue participation. 11 28. HOW WILL PARTICIPANTS' SHARES IN THE PLAN BE VOTED AT SHAREOWNERS' MEETINGS? Each participant will be sent a proxy card representing the shares of Common Stock for which the participant holds certificates, if any, and the shares held in the participant's Plan account(s). Such proxy will be voted for both full and fractional shares as indicated by the participant on the proxy card. If the proxy card is returned signed, and no voting instructions are given with respect to any item thereon, all of the participant's shares will be voted in accordance with the recommendations of U S WEST management. This is the same procedure that is followed for all shareowners who return proxies and do not provide instructions. If the proxy card is returned unsigned, none of the participant's shares will be voted. 29. TO WHOM SHOULD INQUIRIES CONCERNING THE PLAN BE DIRECTED? All inquiries concerning the Plan should be directed to the Agent (see Question 4). A participant should include in all correspondence his or her shareowner account number, taxpayer identification number (Social Security Number), and a day-time telephone number where he or she may be contacted during normal working hours to facilitate a prompt response. 30. WHAT ARE THE TAX CONSEQUENCES OF PARTICIPATION IN THE PLAN? (a) The amount of cash dividends paid by the Company is included as income even though reinvested under the Plan. The information return sent to individual participants and the IRS at end-of-year will show as dividend income the full amount of dividends reinvested under the Plan as well as the amount, if any, of dividends paid in cash. The cost basis per share for Federal income tax purposes of shares of Common Stock acquired through the Plan on any given Investment Date will be determined by dividing the total of the dividends reinvested net of taxes withheld, if any, brokerage commissions, if any, and the participant's optional cash payments, if any, by the number of shares of Common Stock, including any fraction of a share, acquired on such participant's behalf by the Agent. (b) The sale of shares through the Plan will be reported to the IRS on Form 1099-B except where gross proceeds from the sale of fractional shares are less than $20. (c) A participant's holding period for shares acquired pursuant to the Plan will begin on the day following the purchase of such shares. (d) A participant will not realize any taxable income when he or she receives certificates for whole shares held in the participant's account. (e) A participant will realize gain or loss when full or fractional shares are sold or exchanged and the amount of such gain or loss will be the difference between the amount which the participant receives for the shares and the tax basis thereof. (f) Participants should consult with their own tax advisers for advice applicable to their particular situations. 12 31. WHAT ARE THE EFFECTS OF THE INTEREST AND DIVIDEND TAX COMPLIANCE ACT OF 1983 ON THE PLAN? If a participant has failed to furnish a valid certified taxpayer identification number to the Agent, unless the participant is exempt from the back-up withholding requirements described in section 3406 of the Internal Revenue Code, then the Agent must withhold 31% from the amount of Common Stock dividends, the proceeds of the sale of any whole or fractional shares. In addition, the Interest Dividend Tax Compliance Act of 1983 provides that if a new participant fails to certify that he or she is not subject to withholding on interest and dividend payments under section 3406(a)(1)(C) of the Internal Revenue Code, then 31% must be withheld from the amount of Common Stock dividends. The withheld amounts will be deducted from the amount of dividends and the remaining amount will be reinvested. 32. HOW ARE UNITED STATES INCOME TAX WITHHOLDING PROVISIONS APPLIED TO FOREIGN SHAREOWNERS? In the case of foreign shareowners whose Common Stock dividends are subject to United States income tax withholding, the amount of tax to be withheld will be deducted from the amount of Common Stock dividends and the remaining amount of dividends will be reinvested. 33. WHAT HAPPENS IF THE COMPANY DECLARES A STOCK SPLIT OR STOCK DIVIDEND? Any shares distributed to a participant as a result of a stock dividend or stock split by U S WEST will be added to the participant's account(s). 34. ARE THERE LIMITATIONS ON THE LIABILITIES OF THE COMPANY AND THE AGENT UNDER THE PLAN? Neither U S WEST nor the Agent, in administering the Plan, will be liable for any act done in good faith or for any good faith omission to act, including, without limitation, any claim of liability (a) arising out of failure to terminate a participant's account upon such participant's death prior to receipt of notice in writing of such death, (b) with respect to the prices at which shares are purchased or sold for a participant's account and the times when such purchase or sales are made, or (c) for any fluctuation in the market value after purchase or sale of shares. Furthermore, if it appears to the Company that any participant is using or contemplating the use of the optional cash payment investment mechanism in a manner or with the effect that, in the sole judgment and discretion of the Company, is not in the best interests of the Company or its shareowners, then the Company may decline to issue all or any portion of the shares of Common Stock for which any optional cash payment by or on behalf of such participants is tendered. Such optional cash payment (or the portion thereof not to be invested in shares of Common Stock) will be returned by the Company as promptly as practicable, without interest. Participants should recognize that U S WEST cannot assure them of a profit or protect them against a loss on the shares purchased by them under the Plan. 13 The Company does not currently intend to pay a dividend on the Media Stock in the foreseeable future. Although the Company currently intends to continue the payment of quarterly dividends on the Communications Stock, the payment of dividends will depend upon future earnings, the financial condition of U S WEST and other factors. 35. MAY THE PLAN BE CHANGED OR DISCONTINUED? U S WEST reserves the right to suspend, modify or terminate the Plan at any time. Upon termination of the Plan by U S WEST, certificates for whole shares held in a participant's account under the Plan will be issued and a cash payment will be made for any fraction of a share. USE OF PROCEEDS U S WEST is unable to estimate the amount of proceeds from the shares to be sold under this Plan. U S WEST intends to use proceeds from the sale of such shares for general corporate purposes, which may include advances to or investments in subsidiary companies. EXPERTS The consolidated financial statements of U S WEST Colorado and the combined financial statements of the Communications Group and the Media Group included in U S WEST Colorado's Current Report on Form 8-K dated September 28, 1995, as of December 31, 1993 and 1994 and for each of the three years in the period ended December 31, 1994 are incorporated herein by reference in reliance on the reports of Coopers & Lybrand L.L.P., independent certified public accountants, given upon the authority of that firm as experts in accounting and auditing. The Consolidated Financial Statements and Consolidated Financial Statement Schedule included in U S WEST Colorado's Annual Report on Form 10-K for the year ended December 31, 1994 are incorporated herein by reference in reliance on the reports of Coopers & Lybrand L.L.P., independent certified public accountants, given upon the authority of that firm as experts in accounting and auditing. The consolidated financial statements of Time Warner Entertainment Company, L.P. as of December 31, 1994 and 1993 and for each of the three years in the period ended December 31, 1994, which appear in the Current Report on Form 8-K of U S WEST Colorado, dated May 23, 1995, as amended by Forms 8-K/A filed on July 12, 1995 and August 24, 1995, are incorporated herein by reference in reliance on the report of Ernst & Young LLP, independent auditors, given upon the authority of that firm as experts in accounting and auditing. The financial statements of Mercury Personal Communications (trading as Mercury One-2-One) as of March 31, 1995, 1994 and 1993 and for each of the three years in the period ended March 31, 1994, which appear in the Current Report on Form 8-K of U S WEST dated May 23, 1995, as amended by Forms 8 K/A 14 filed on July 12, 1995 and August 24, 1995, are incorporated herein by reference in reliance on the report of Arthur Andersen, independent chartered accountants, given upon the authority of that firm as experts in accounting and auditing. The combined financial statements of Georgia Cable Holdings Limited Partnership and Subsidiary Partnerships as of December 31, 1993 and 1992 and for each of the years in the two-year period ended December 31, 1993, which appear in the Current Report on Form 8-K of U S WEST, dated May 23, 1995, as amended by Forms 8-K/A filed on July 12, 1995 and August 24, 1995, have been incorporated by reference herein in reliance upon the report of KPMG Peat Marwick LLP, independent certified public accountants, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing. The consolidated financial statements of Wometco Cable Corp. and subsidiaries as of December 31, 1993 and 1992 and for each of the years in the two-year period ended December 31, 1993, which appear in the Current Report on Form 8-K of U S WEST, dated May 23, 1995, as amended by Forms 8-K/A filed on July 12, 1995 and August 24, 1995, have been incorporated by reference herein in reliance upon the report of KPMG Peat Marwick LLP, independent certified public accountants, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing. The report on the 1993 consolidated financial statements of Wometco Cable Corp. and subsidiaries refers to a change in the method of accounting for income taxes in 1993 to adopt the provisions of Financial Accounting Standards Board FASB No. 109 -- Accounting for Income Taxes. COUNSEL Stephen E. Brilz, Senior Attorney and Assistant Secretary of U S WEST, has passed upon the legality of the issue for U S WEST. INDEMNIFICATION OF DIRECTORS AND OFFICERS Section 145 of the Delaware General Corporation Law (the "DGCL") permits the Registrant'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 by-law, agreement, vote of stockholders or disinterested directors, or otherwise. The Registrant's Restated Certificate of Incorporation and By-laws provide for indemnification of its directors and officers to the fullest extent permitted by law. 15 As permitted by sections 102 and 145 of the DGCL, the Registrant'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 the Registrant are covered by insurance policies indemnifying 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 the Registrant. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to Directors and officers of U S WEST pursuant to the foregoing provisions, or otherwise, U S WEST 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. 16 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Available Information................. 1 Incorporation of Documents by Reference............................ 1 U S WEST.............................. 2 The Plan.............................. 2 Purpose and Advantages............ 2 Costs............................. 3 Plan Administration............... 3 Participation..................... 4 Investment Dates.................. 6 Optional Cash Payments............ 6 Source and Price of Shares Purchased........................ 7 Share Purchases................... 7 Custodian Service for Common Stock Certificates..................... 8 Reinvestment of Cash Dividends.... 9 Certificates for Shares........... 9 Termination of Plan Enrollment.... 10 Transfer of Shares................ 11 Miscellaneous..................... 11 Use of Proceeds....................... 14 Experts............................... 14 Counsel............................... 15 Indemnification of Directors and Officers............................. 15
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS IN CONNECTION WITH THE OFFER CONTAINED IN THIS PROSPECTUS, AND IF GIVEN OR MADE SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY U S WEST. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER OF ANY SECURITIES OTHER THAN THOSE TO WHICH IT RELATES OR AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, THE SECURITIES TO WHICH IT RELATES IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS NOT LAWFUL TO MAKE ANY SUCH OFFER OR SOLICITATION IN SUCH JURISDICTION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT INFORMATION HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE. [LOGO] SHAREOWNER INVESTMENT PLAN FEATURES OF THE PLAN PURCHASE U S WEST, INC. COMMON SHARES * BY REINVESTING DIVIDENDS * BY MAKING OPTIONAL PAYMENTS DATED OCTOBER 10, 1995 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- -----END PRIVACY-ENHANCED MESSAGE-----