-----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, E+MOBG3ckrOSGkpMk4hXaqW9ukDP9PnZepjIjJj6inv+SFXLShFraZNRzRjb02I1 eyFayv9uDOiOmmPnfqHzRA== 0000912057-96-026966.txt : 19961121 0000912057-96-026966.hdr.sgml : 19961121 ACCESSION NUMBER: 0000912057-96-026966 CONFORMED SUBMISSION TYPE: 8-A12B PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19961119 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: U S WEST FINANCING II CENTRAL INDEX KEY: 0000938829 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-08611 FILM NUMBER: 96668910 BUSINESS ADDRESS: STREET 1: 7800 EAST ORCHARD ROAD STREET 2: SUITE 480 CITY: ENGLEWOOD STATE: CO ZIP: 80155 BUSINESS PHONE: 3037936500 MAIL ADDRESS: STREET 1: U S WEST FINANCING II STREET 2: 7800 EAST ORCHARD RD STE 480 CITY: ENGLEWOOD STATE: CO ZIP: 80155 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-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-08611-02 FILM NUMBER: 96668911 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-A12B 1 8-A12B - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 U S WEST FINANCING II U S WEST, INC. (Exact Name of Registrant as (Exact Name of Registrant as Specified in its Charter) Specified in its Charter) DELAWARE DELAWARE (State of Incorporation (State of Incorporation or Organization) or Organization) 84-6283244 84-0926774 (IRS Employer (IRS Employer Identification No.) Identification No.) ------------------------ 7800 EAST ORCHARD ROAD ENGLEWOOD, COLORADO 80111 (Address and zip code of principal executive offices of both registrants) If this Form relates to the registration of a If this Form relates to the registration of a class of debt securities and is effective class of debt securities and is to become upon filing pursuant to General Instruction effective simultaneously with the A(c)(1) please check the following box. / / effectiveness of a concurrent registration statement under the Securities Act of 1933 pursuant to General Instruction A(c)(2) please check the following box. / /
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 - ---------------------------------- ------------------------------ Trust Originated Preferred New York Stock Exchange Securities (liquidation amount $25 per Preferred Security) of U S WEST Financing II Guarantee for the benefit of New York Stock Exchange holders of Trust Originated Preferred Securities by U S WEST, Inc. Securities to be registered pursuant to Section 12(g) of the Securities Exchange Act of 1934: None. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- ITEM 1. DESCRIPTION OF REGISTRANTS' SECURITIES TO BE REGISTERED. For a full description of the Trust Originated Preferred Securities (the "Preferred Securities") of U S WEST Financing II ("U S WEST Financing") and the guarantee (the "Guarantee") of U S WEST, Inc. ("U S WEST") being registered hereby, reference is made to (i) the information contained under the captions "Description of the Preferred Securities" and "Description of the Preferred Securities Guarantees" in the Prospectus (the "Prospectus") which forms part of Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 (File Nos. 33-57889, 33-57889-01, 33-57889-02, 33-57889-03 and 33-57889-04) filed by U S WEST Financing I, U S WEST Financing, U S WEST Financing III, U S WEST and U S WEST Capital Funding, Inc. with the Securities and Exchange Commission on October 31, 1995, under the Securities Act of 1933, as amended, which Registration Statement was declared effective by the Securities and Exchange Commission on November 1, 1995. (the "Registration Statement") and (ii) the information contained under the captions "Description of the Preferred Securities" and "Effect of Obligations under the Subordinated Debt Securities, the Debt Guarantee and the Preferred Securities Guarantee" in the Prospectus Supplement to the Prospectus covering the Preferred Securities, filed with the Securities and Exchange Commission on October 25, 1996 (the "Prospectus Supplement"). The information contained in the Registration Statement, Prospectus and Prospectus Supplement is incorporated herein by reference. ITEM 2. EXHIBITS. 2-A Certificate of Trust of U S WEST Financing II (incorporated herein by reference to Exhibit 4-B to the Registration Statement). 2-B Amended and Restated Declaration of Trust (incorporated herein by reference to Exhibit 4-B to U S WEST'S Current Report on Form 8-K, dated October 23, 1996, File No. 1-8611). 2-C Form of Indenture among U S WEST, U S WEST Capital Funding, Inc. and Norwest Bank Minnesota, National Association, as Trustee (incorporated herein by reference to Exhibit 4-E to the Registration Statement). 2-D Form of Second Supplemental Indenture to Indenture (incorporated by reference to Exhibit 4-J to the Registration Statement). 2-E Third Supplemental Indenture to Indenture (incorporated herein by reference to Exhibit 3-C to U S WEST'S Current Report on Form 8-K, dated October 23, 1996, File No. 1-8611). 2-F Form of specimen Preferred Security (included in Exhibit 2-B above). 2-G Form of Subordinated Deferrable Interest Note of U S WEST Capital Funding, Inc. and guarantee by U S WEST (included in Exhibit 2-E above). 2-H Form of Guarantee (incorporated herein by reference to Exhibit 4-D to U S WEST'S Current Report on Form 8-K, dated October 23, 1996, File No. 1-8611).
2 SIGNATURES Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrants have duly caused this Registration Statement to be signed on their behalf by the undersigned, thereunto duly authorized. Dated: November 19, 1996. U S WEST FINANCING II By: /s/ RAHN K. PORTER ----------------------------------- Rahn K. Porter, Trustee By: /s/ ROGER FOX ----------------------------------- Roger Fox, Trustee U S WEST, INC. By: /s/ STEPHEN E. BRILZ ----------------------------------- Stephen E. Brilz, Assistant Secretary 3 -----END PRIVACY-ENHANCED MESSAGE-----