-----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, G+sbW8OnUw6i5AZ7Gb1/VYLKrFU8GM6JgPRgSCh+9JKJf/znkV2g5LbxAgNqE77A 9MwglnBZddiVqFOgnBK0Xg== 0000912057-96-022817.txt : 19961204 0000912057-96-022817.hdr.sgml : 19961204 ACCESSION NUMBER: 0000912057-96-022817 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19961015 ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19961015 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: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08611 FILM NUMBER: 96643346 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-K 1 8-K 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): October 15, 1996 U S WEST, INC. (Exact Name of Registrant as Specified in its Charter) DELAWARE 1-8611 84-0926774 (State or Other (Commission (I.R.S. Employer Jurisdiction File Number) Identification Number) of Incorporation) 7800 EAST ORCHARD ROAD ENGLEWOOD, COLORADO 80111 (Address of principal executive offices) (zip code) (303) 793-6500 (Registrant's telephone number, including area code) NOT APPLICABLE (Former name or former address, if changed since last report) ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (a) Financial Statements of Businesses Acquired The consolidated financial statements of Continental Cablevision, Inc. and subsidiaries as of December 31, 1994 and 1995 and June 30, 1996 and for the years ended December 31, 1993, 1994 and 1995 and the six months ended June 30, 1995 and 1996 are filed as Exhibit 99A. (b) Unaudited Pro Forma Condensed Combined Financial Statements The unaudited pro forma condensed combined financial statements of U S WEST, Inc. as of June 30, 1996 and for the year ended December 31, 1995 and the six months ended June 30, 1996 are filed as Exhibit 99B. (c) Exhibits 23A. Consent of Deloitte & Touche LLP. 99A. Consolidated financial statements of Continental Cablevision, Inc. and subsidiaries as of December 31, 1994 and 1995 and June 30, 1996 and for the years ended December 31, 1993, 1994 and 1995 and the six months ended June 30, 1995 and 1996 (incorporated by reference to pages F-3 to F-25 of the Proxy Statement/Prospectus included in U S WEST's Registration Statement on Form S-4, File No. 333-13901 (the "Proxy Statement/Prospectus")). 99B. Unaudited pro forma condensed combined financial statements of U S WEST, Inc. as of June 30, 1996 and for the year ended December 31, 1995 and the six months ended June 30, 1996 (incorporated by reference to pages 80 to 90 of the Proxy Statement/Prospectus). 2 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. By: /s/ Stephen E. Brilz ------------------------------- Stephen E. Brilz Assistant Secretary Dated: October 15, 1996 3 EXHIBIT INDEX Pursuant to Item 601 of Regulation S-K Sequentially Exhibit No. Description of Exhibit Numbered - - ----------- ---------------------- ------------ 23A. Consent of Deloitte & Touche LLP 99A. Consolidated financial statements * of Continental Cablevision, Inc. and subsidiaries as of December 31, 1994 and 1995 and June 30, 1996 and for the years ended December 31, 1993, 1994 and 1995 and the six months ended June 30, 1995 and 1996 99B. Unaudited pro forma condensed * combined financial statements of U S WEST, Inc. as of June 30, 1996 and for the year ended December 31, 1995 and the six months ended June 30, 1996 * Incorporated by Reference 4 EX-23.A 2 EXHIBIT 23-A EXHIBIT 23A INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference of our report, dated February 14, 1996 (which includes an explanatory paragraph related to changes in accounting for income taxes and investments in 1993 and 1994, respectively), with respect to the consolidated financial statements of Continental Cablevision, Inc. and subsidiaries appearing in the Registration Statement on Form S-4 of U S WEST, Inc. (which includes the proxy statement of Continental Cablevision, Inc. related to the proposed merger of Continental Cablevision, Inc. into U S WEST, Inc. or a subsidiary of U S WEST, Inc.), which report has been incorporated by reference in this Current Report on Form 8-K of U S WEST, Inc., in each of the following: 1. Post-Effective Amendment No. 1 to U S WEST, Inc.'s Registration Statement on Form S-3, File Nos. 33-50047 and 33-50047-01. 2. Post-Effective Amendment No. 1 to Registration Statement of U S WEST, Inc. on Form S-3, File Nos. 33-50049 and 33-50049-01. 3. Post-Effective Amendment No. 1 to Registration Statement of U S WEST, Inc. on Form S-3, File Nos. 33-57889, 33-57889-01, 33-57889-02, 33-57889-03 and 33-57889-04. 4. Post-Effective Amendment No. 3 to Registration Statement of U S WEST, Inc. on Form S-3, File No. 33-62451. 5. Registration Statement of U S WEST, Inc. on Form S-3, File No. 33-63087. 6. Registration Statements of U S WEST, Inc. on Form S-8, File Nos. 33-63089, 33-63093, 33-63085, 33-63091 and 333-01931. We also consent to all references to our firm under the heading "Experts" in each of the Registration Statements listed above. DELOITTE & TOUCHE LLP Boston, Massachusetts October 8, 1996 -----END PRIVACY-ENHANCED MESSAGE-----