-----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, Se/YvUvyiR68iMrjNNc7XIhRiFBJUpKbjO4lBuEMhRnCvKbmFI9ugN7Q+jviCy5A sz8zfgo+qSmIMgC5jAt06g== 0001047469-98-018278.txt : 19980506 0001047469-98-018278.hdr.sgml : 19980506 ACCESSION NUMBER: 0001047469-98-018278 CONFORMED SUBMISSION TYPE: S-4/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19980505 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: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: SEC FILE NUMBER: 333-50227 FILM NUMBER: 98610849 BUSINESS ADDRESS: STREET 1: 7800 E ORCHARD RD STREET 2: STE 480 CITY: ENGLEWOOD STATE: CO ZIP: 80111 BUSINESS PHONE: 3037936500 MAIL ADDRESS: STREET 1: 7800 EAST ORCHARD ROAD STREET 2: SUITE 480 CITY: ENGLEWOOD STATE: CO ZIP: 80111 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MEDIAONE GROUP FUNDING INC CENTRAL INDEX KEY: 0001059723 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: SEC FILE NUMBER: 333-50227-01 FILM NUMBER: 98610850 BUSINESS ADDRESS: STREET 1: 7800 E ORCHARD RD SUITE 390 CITY: ENGLEWOOD STATE: CO ZIP: 80111 BUSINESS PHONE: 3037936498 MAIL ADDRESS: STREET 1: 7800 E ORCHARD RD SUITE 390 CITY: ENGLEWOOD STATE: CO ZIP: 80111 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MEDIAONE FINANCE TRUST I CENTRAL INDEX KEY: 0001059724 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: SEC FILE NUMBER: 333-50227-02 FILM NUMBER: 98610851 BUSINESS ADDRESS: STREET 1: 7800 E ORCHARD RD SUITE 390 CITY: ENGLEWOOD STATE: CO ZIP: 80111 BUSINESS PHONE: 3037936498 MAIL ADDRESS: STREET 1: 7800 E ORCHARD RD SUITE 390 CITY: ENGLEWOOD STATE: CO ZIP: 80111 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MEDIAONE FINANCE TRUST II CENTRAL INDEX KEY: 0001059725 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: SEC FILE NUMBER: 333-50227-03 FILM NUMBER: 98610852 BUSINESS ADDRESS: STREET 1: 7800 E ORCHARD RD SUITE 390 CITY: ENGLEWOOD STATE: CO ZIP: 80111 BUSINESS PHONE: 3037936498 MAIL ADDRESS: STREET 1: 7800 E ORCHARD RD SUITE 390 CITY: ENGLEWOOD STATE: CO ZIP: 80111 S-4/A 1 S-4/A AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 5, 1998 REGISTRATION NO. 333-50227 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ AMENDMENT NO. 2 TO FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------ U S WEST, INC. (to be renamed "MediaOne Group, Inc.") DELAWARE 4841 84-0926774 MEDIAONE GROUP FUNDING, INC. DELAWARE 4841 APPLIED FOR MEDIAONE FINANCE TRUST I DELAWARE 4841 APPLIED FOR MEDIAONE FINANCE TRUST II DELAWARE 4841 APPLIED FOR (Exact name of Registrant as (State or other Jurisdiction (Primary Standard (I.R.S. Employer Specified in its Charter) of Industrial Code Number) Identification Incorporation or Number) Organization)
7800 EAST ORCHARD ROAD ENGLEWOOD, COLORADO 80111 (303) 793-6500 (Address, including ZIP code, and telephone number, including area code, of each registrants' principal executive offices) STEPHEN E. BRILZ, ESQ. U S WEST, INC. 7800 EAST ORCHARD ROAD ENGLEWOOD, COLORADO 80111 (303) 793-6500 (Name, address, including ZIP code, and telephone number, including area code, of agent for service) ------------------------ COPIES TO: DENNIS J. BLOCK, ESQ. WEIL, GOTSHAL & MANGES LLP 767 FIFTH AVENUE NEW YORK, NEW YORK 10153 (212) 310-8000 ------------------------ APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: Upon consummation of the Offers described herein. ------------------------ If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. / / ------------------------ THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Section 145 of the Delaware General Corporation Law (the "DGCL") permits the board of directors of each of U S WEST and MediaOne Funding 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 U S WEST or MediaOne Funding, as the case may be, 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 bylaw, agreement, vote of stockholders or disinterested directors, or otherwise. The Certificate of Incorporation and Bylaws of each of U S WEST and MediaOne Funding provides for indemnification of its directors and officers to the fullest extent permitted by law. As permitted by section 102 of the DGCL, the Certificate of Incorporation of each of U S WEST and MediaOne Funding eliminates a person's liability to U S WEST or MediaOne Funding, as the case may be, or its stockholders for monetary damages for breach of fiduciary duty as a director, including without limitation for serving on a committee of the board of directors of U S WEST or MediaOne Funding; provided, however, that the foregoing does not eliminate or limit liability (i) for any breach of the director's duty of loyalty to U S WEST or MediaOne Funding or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under section 174 of the DGCL or (iv) for any transaction from which the director derived an improper personal benefit. The Declaration of each of New Trust provides that no New Regular Trustee, affiliate of any New Regular Trustee, or any officers, directors, shareholders, members, partners, employees, representatives or agents of any New Regular Trustee, or any employee or agent of such New Trust or its affiliates (each an "Indemnified Person") shall be liable, responsible or accountable in damages or otherwise to such New Trust or any employee or agent of the trust or its affiliates for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Indemnified Person in good faith on behalf of such New Trust and in a manner such Indemnified Person reasonably believed to be within the scope of the authority conferred on such Indemnified Person by such Declaration or by law, except that an Indemnified Person shall be liable for any such loss, damage or claim incurred by reason of such Indemnified Person's gross negligence or willful misconduct with respect to such acts or omission. The Declaration of each New Trust also provides that to the fullest extent permitted by applicable law, U S WEST shall indemnify and hold harmless each Indemnified Person from and against any loss, damage or claim incurred by such Indemnified Person by reason of any act or omission performed or omitted by such Indemnified Person in good faith on behalf of such New Trust and in a manner such Indemnified Person reasonably believed to be within the scope of authority conferred on such Indemnified Person by such Declaration, except that no Indemnified Person shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Indemnified Person by reason of gross negligence or willful misconduct with respect to such act or omissions. The Declaration of each New Trust further provides that, to the fullest extent permitted by applicable law, expenses (including legal fees) incurred by an Indemnified Person in defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by U S WEST prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by of an undertaking by or on behalf of the II-1 Indemnified Person to repay such amount if it shall be determined that the Indemnified Person is not entitled to be indemnified for the underlying cause of action as authorized by such Declaration. The directors and officers of U S WEST, MediaOne Funding and the New Regular Trustees of each New Trust 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 U S WEST, MediaOne Funding and the New Trusts. ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES. Exhibits identified in parentheses below are on file with the Securities and Exchange Commission and are incorporated herein by reference to such previous filings. All other exhibits are provided as part of this electronic transmission. (2-A) -- Form of Separation Agreement between U S WEST, Inc. (to be renamed MediaOne Group, Inc.) and USW-C, Inc. (to be renamed "U S WEST, Inc") (incorporated by reference to Exhibit 2-A to Registration Statement on Form S-4 of USW-C, Inc., File No. 333-45765) (3-A) -- Restated Certificate of Incorporation of U S WEST, Inc. (to be renamed "MediaOne Group, Inc.") (incorporated by reference to Annex A-2 to Prospectus included in Registration Statement on Form S-4 of USW-C, Inc., File No. 333-45765) *3-B -- Certificate of Incorporation of MediaOne Group Funding, Inc. *3-C -- Bylaws of U S WEST, Inc. (to be renamed "MediaOne Group, Inc.") *3-D -- Bylaws of MediaOne Group Funding, Inc. *3-E -- Certificate of Trust of MediaOne Finance Trust I *3-F -- Certificate of Trust of MediaOne Finance Trust II *4-A -- Form of Amended and Restated Declaration of Trust of MediaOne Finance Trust I *4-B -- Form of Amended and Restated Declaration of Trust of MediaOne Finance Trust II *4-C -- Form of Indenture among MediaOne Group Funding, Inc., U S WEST, Inc. (to be renamed "MediaOne Group, Inc.") and Norwest Bank Minnesota, National Association, as Trustee. *4-D -- Form of First Supplemental Indenture with respect to the Debt Securities to be issued to MediaOne Finance Trust I *4-E -- Form of Second Supplemental Indenture with respect to the Debt Securities to be issued to MediaOne Finance Trust II *4-F -- Form of Preferred Security of MediaOne Finance Trust I (included in Exhibit 4-A) *4-G -- Form of Preferred Security of MediaOne Finance Trust II (included in Exhibit 4-B) *4-H -- Form of Debt Security and Debt Guarantee to be issued to MediaOne Finance Trust I (included in Exhibit 4-D) *4-I -- Form of Debt Security and Debt Guarantee to be issued to MediaOne Finance Trust II (included in Exhibit 4-E) *4-J -- Form of Preferred Securities Guarantee for MediaOne Finance Trust I *4-K -- Form of Preferred Securities Guarantee for MediaOne Finance Trust II *5-A -- Opinion of Morris, Nichols, Arsht & Tunnell *5-B -- Opinion of Weil, Gotshal & Manges LLP *8-A -- Tax Opinion of Weil, Gotshal & Manges LLP
II-2 (12-A) -- Computation of Ratio of Earnings to Fixed Charges and Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends (incorporated by reference to Exhibit 12 to U S WEST's Annual Report on Form 10-K for the year ended December 31, 1997 (as amended by form 10-K/A filed on April 13, 1998), File No. 1-8611) *23-A -- Consent of Arthur Andersen LLP *23-B -- Consent of Coopers & Lybrand L.L.P. *23-C -- Consent of Morris, Nichols, Arsht & Tunnell (included in Exhibit 5-A) *23-D -- Consent of Weil, Gotshal & Manges LLP (included in Exhibits 5-B and 8-A) *24-A -- Powers of Attorney *25-A -- Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of Norwest Bank Minnesota, National Association, as Trustee under the Indenture *25-B -- Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of The First National Bank of Chicago, as Property Trustee under the Declaration of Trust of MediaOne Finance Trust I *25-C -- Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of The First National Bank of Chicago, as Trustee under the Preferred Securities Guarantee for MediaOne Finance Trust I *25-D -- Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of The First National Bank of Chicago, as Property Trustee under the Declaration of Trust of MediaOne Finance Trust II *25-E -- Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of The First National Bank of Chicago, as Trustee under the Preferred Securities Guarantee for MediaOne Finance Trust II 99-A -- Form of Letter of Transmittal and Consent *99-B -- Form of Notice of Guaranteed Delivery *99-C -- Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and other Nominees 99-D -- Form of Letter to Clients *99-E -- Question and Answer Pamphlet *99-F -- Tombstone Advertisement
- ------------------------ * Previously filed. ITEM 22. UNDERTAKINGS. The Registrants hereby undertake: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) to include any prospectus required by Section 10(a)(3) of the Securities Act; (ii) to reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement; (iii) to include any material information with respect to the Offers not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement; II-3 provided, however, that the undertakings set forth in paragraphs (1)(i) and (1)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrants pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") that are incorporated by reference in this Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (4) That, for purposes of determining any liability under the Securities Act, each filing of the Registrant's Annual Report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (5) That prior to any public reoffering of the securities registered hereunder through use of a prospectus which is a part of this Registration Statement, by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c), the Registrant undertakes that such reoffering prospectus will contain the information called for by the applicable registration form with respect to reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form. (6) That every prospectus: (i) that is filed pursuant to paragraph (5) immediately preceding, or (ii) purports to meet the requirements of Section 10(a)(3) of the Securities Act and is used in connection with an offering of securities subject to Rule 415, will be filed as a part of an amendment to the registration statement and will not be used until such amendment is effective, and that, for purposes of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (7) To respond to requests for information that is incorporated by reference into the prospectus pursuant to Item 4, 10(b), 11 or 13 of this form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of this Registration Statement through the date of responding to the request. (8) To supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrants pursuant to the provisions referred to in Item 15 (other than the insurance policies referred to therein), or otherwise, the Registrants have been advised that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the respective Registrant of expenses incurred or paid by a director, officer or controlling person of such Registrant in the successful defense of any action, suit or proceeding) is asserted against such Registrant by such director, officer or controlling person in connection with the securities being registered, such Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. II-4 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, U S WEST, Inc. (to be renamed "MediaOne Group, Inc.") certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-4 and has duly caused this Amendment No. 2 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Englewood, State of Colorado, on the 5th day of May, 1998. U S WEST, INC. (to be renamed "MediaOne Group, Inc.") By: /s/ STEPHEN E. BRILZ ----------------------------------------- Stephen E. Brilz Assistant Secretary
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated. PRINCIPAL EXECUTIVE OFFICER: Richard D. McCormick* President and Chief Executive Officer PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER: Executive Vice President and Chief Financial Michael P. Glinsky* Officer DIRECTORS: Robert L. Crandall* Grant A. Dove* Allan D. Gilmour* Pierson M. Grieve* George J. Harad* Allen F. Jacobson* Charles M. Lillis* Richard D. McCormick* Marilyn Carlson Nelson* Frank Popoff* Charles P. Russ, III* Louis A. Simpson* John "Jack" Slevin* Solomon D. Trujillo* Jerry O. Williams* *By /s/ STEPHEN E. BRILZ -------------------------------------- Stephen E. Brilz Assistant Secretary
Dated: May 5, 1998 II-5 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, MediaOne Group Funding, Inc. certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-4 and has duly caused this Amendment No. 2 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Englewood, State of Colorado, on the 5th day of May, 1998. MEDIAONE GROUP FUNDING, INC. By /s/ STEPHEN E. BRILZ -------------------------------------- Stephen E. Brilz Secretary Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated. PRINCIPAL EXECUTIVE OFFICER: Contance P. Campbell* President PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER: Vice President and Chief Rahn K. Porter* Financial Officer DIRECTORS: Constance P. Campbell* *By /s/ STEPHEN E. BRILZ -------------------------------------- Stephen E. Brilz Secretary
Dated: May 5, 1998 II-6 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, each of the undersigned Registrants certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-4 and has duly caused this Amendment No. 2 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Englewood, State of Colorado, on the 5th day of May, 1998. MEDIAONE FINANCE TRUST I By /s/ CONSTANCE P. CAMPBELL -------------------------------------- Constance P. Campbell, Trustee By /s/ RHAN K. PORTER -------------------------------------- Rhan K. Porter, Trustee MEDIAONE FINANCE TRUST II By /s/ CONSTANCE P. CAMPBELL -------------------------------------- Constance P. Campbell, Trustee By /s/ RHAN K. PORTER -------------------------------------- Rhan K. Porter, Trustee II-7 EX-99.A 2 LETTER OF TRANSMITTAL LETTER OF TRANSMITTAL AND CONSENT RELATING TO TENDER OF AND CONSENTS WITH RESPECT TO U S WEST FINANCING I 7.96% TRUST ORIGINATED PREFERRED SECURITIES-SM- ("TOPRS-SM-") (CUSIP 90388D204) - -------------------------------------------------------------------------------- THE SERIES I OFFER AND RELATED WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON , , 1998, UNLESS EXTENDED. - -------------------------------------------------------------------------------- THE EXCHANGE AGENT FOR THE SERIES I OFFER AND THE SERIES II OFFER IS: FIRST CHICAGO TRUST COMPANY OF NEW YORK IF BY MAIL: IF BY HAND: IF BY OVERNIGHT DELIVERY: First Chicago Trust Company First Chicago Trust Company First Chicago Trust Company of New York of New York of New York Tenders & Exchanges Tenders & Exchanges Tenders & Exchanges Suite 4660 c/o the Depository Trust Suite 4680 P.O. Box 2569 Company 14 Wall Street, 8th Floor Jersey City, New Jersey 55 Water Street, DTC TAD New York, New York 07303-2569 Vietnam Veterans Memorial Plaza 10005 New York, New York 10041
IF BY FACSIMILE TRANSMISSION: (For Eligible Institutions only) (201) 222-4720 or (201) 222-4721 FACSIMILE CONFIRMATION NUMBER: (201) 222-4707 DELIVERY OF THIS LETTER OF TRANSMITTAL AND CONSENT (THE "LETTER OF TRANSMITTAL") OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. THIS LETTER OF TRANSMITTAL IS TO BE USED BY BOTH (1) HOLDERS OF OLD SERIES I PREFERRED SECURITIES WHO ARE TENDERING PURSUANT TO THE OFFER AND (2) HOLDERS OF OLD SERIES I PREFERRED SECURITIES WHO ARE ONLY CONSENTING TO THE PROPOSED AMENDMENTS AND NOT TENDERING THEIR SECURITIES. ANY HOLDER OF OLD SERIES I PREFERRED SECURITIES WHO HAS ANY QUESTIONS AS TO HOW TO COMPLETE THIS LETTER OF TRANSMITTAL SHOULD CONTACT BEACON HILL PARTNERS, INC., THE INFORMATION AGENT, AT (800) 787-3120 (TOLL FREE) AND FOR BANKS AND BROKERS (212) 843-8500. - ------------------------ -SM- "Trust Originated Preferred Securities and "TOPrS" are services marks of Merrill Lynch & Co. THE INSTRUCTIONS PERTAINING TO THIS LETTER OF TRANSMITTAL, WHICH BEGIN ON THE FOLLOWING PAGE, SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL AND CONSENT IS COMPLETED. This Letter of Transmittal relates to the offer by U S WEST Capital Funding, Inc. ("Capital Funding") to exchange 7.96% Trust Originated Preferred Securities (the "Old Series I Preferred Securities") of U S WEST Financing I (the "Old Series I Trust") for either (i) an equal amount of % Trust Originated Preferred Securities (the "New Series I Preferred Securities") of MediaOne Finance Trust I or cash (the "Series I Offer"). The Series I Offer is being made upon the terms and subject to the conditions set forth in the accompanying Prospectus, dated May , 1998 (as amended or supplemented and including the documents incorporated therein by reference, the "Prospectus") and this Letter of Transmittal. Capitalized terms used and not defined herein have the meanings ascribed to them in the Prospectus. Unless an Agents Message is utilized, this Letter of Transmittal is to be completed for tenders of Old Series I Preferred Securities made by book-entry transfer by participants ("DTC Participants") of the Depository Trust Company ("DTC") into the account of First Chicago Trust Company of New York, as Exchange Agent (the "Exchange Agent"), at DTC pursuant to the procedures described under "Chapter 3: The Offers And Consent Solicitation--The Offers--Procedures for Tendering" in the Prospectus. Holders of Old Series I Preferred Securities who tender Old Series I Preferred Securities by book-entry transfer are referred to herein as "Book-Entry holders." This Letter of Transmittal is also to be completed by DTC Participants acting on behalf of beneficial owners who have elected not to tender their Old Series I Preferred Securities pursuant to the Offer but have elected to consent to the Proposed Amendments (as defined in the Prospectus) pursuant to the procedures described under "Chapter 3: The Offers And Consent Solicitation--The Consent Solicitation Procedures for Consenting" in the Prospectus. HOLDERS OF OLD SERIES I PREFERRED SECURITIES AS OF MAY 6, 1998 (THE "RECORD DATE") WHO VALIDLY TENDER THEIR OLD SERIES I PREFERRED SECURITIES WILL BE DEEMED TO HAVE GIVEN THEIR CONSENT WITH RESPECT TO SUCH OLD SERIES I PREFERRED SECURITIES TO THE PROPOSED AMENDMENTS. HOLDERS OF OLD SERIES I PREFERRED SECURITIES WHO PURCHASE OR WHOSE PURCHASE SETTLES OR IS RECORDED AFTER THE CLOSE OF BUSINESS ON THE RECORD DATE WILL HAVE THE RIGHT TO TENDER THEIR OLD SERIES I PREFERRED SECURITIES IN THE OFFER BUT WILL NOT HAVE THE RIGHT TO PROVIDE CONSENTS. HOLDERS OF OLD SERIES I PREFERRED SECURITIES AS OF THE RECORD DATE WILL BE PERMITTED TO PROVIDE THEIR CONSENTS TO THE PROPOSED AMENDMENTS EVEN IF THEY DO NOT TENDER THEIR OLD SERIES I PREFERRED SECURITIES. THIS LETTER OF TRANSMITTAL RELATES ONLY TO THE OLD SERIES I PREFERRED SECURITIES AND MAY NOT BE USED FOR THE OLD SERIES II PREFERRED SECURITIES. COPIES OF THE LETTER OF TRANSMITTAL RELATING TO THE OLD SERIES II PREFERRED SECURITIES MAY BE OBTAINED FROM THE INFORMATION AGENT OR THE EXCHANGE AGENT AT THEIR RESPECTIVE ADDRESSES OR TELEPHONE NUMBERS SET FORTH ON PAGE 1 HEREOF. 2 INSTRUCTIONS FORMING PART OF THE TERMS AND CONDITIONS OF THE SERIES I OFFER 1. GUARANTEE OF SIGNATURES. No signature guarantee is required on this Letter of Transmittal if (i) this Letter of Transmittal is signed by the holder(s) of the Old Series I Preferred Securities (which shall include any participant in the Book-Entry Transfer Facility whose name appears on a security position listing as the owner of Old Series I Preferred Securities) tendered herewith and such holder(s) have not completed the box entitled "Special Issuance Instructions" on this Letter of Transmittal, (ii) if such Old Series I Preferred Securities are tendered for an account of an Eligible Institution (as defined below) or (iii) if this Letter of Transmittal is being signed by the holder of Old Series I Preferred Securities solely for the purpose of providing a Consent to the Proposed Amendments and not tendering any Old Series I Preferred Securities. If the tendered Old Series I Preferred Securities are registered in the name(s) of someone other than the undersigned or if certificates for New Series I Preferred Securities or checks for the cash purchase price to be issued or paid in exchange therefor are to be issued in the name of any other person, such tendered Old Series I Preferred Securities must be endorsed or accompanied by written instruments of transfer in form satisfactory to Capital Funding and duly signed by the registered holder, and the signature on the endorsement or instrument of transfer must be guaranteed by a financial institution (including most banks, savings and loan associations and brokerage houses) that is a participant in the Security Transfer Agents Medallion Program or the Stock Exchange Medallion Program (any of the foregoing hereinafter referred to as an "Eligible Institution"). See Instruction 4. 2. DELIVERY OF LETTER OF TRANSMITTAL AND OLD SERIES I PREFERRED SECURITIES. This Letter of Transmittal is to be completed if (a) unless an Agent's Message (as defined in the Prospectus) is utilized, tenders of Old Series I Preferred Securities are to be made pursuant to the procedure for tender by book-entry transfer set forth under "Chapter 3: The Offers and Consent Solicitation--The Offers--Procedures for Tendering" in the Prospectus, or (b) only Consents to the Proposed Amendments are being provided (and the Old Series I Preferred Securities are not being tendered). Timely confirmation (a "Book-Entry Confirmation") of a book-entry transfer of such Old Series I Preferred Securities into the Exchange Agent's account at DTC, as well as this Letter of Transmittal (or a facsimile hereof), properly completed and duly signed, with any required signature guarantees, or an Agent's Message in the case of a book-entry delivery, and any other documents required by this Letter of Transmittal, must be received by the Exchange Agent at one of its addresses set forth herein prior to the Series I Expiration Date (as defined in the Prospectus). If the procedure for book-entry transfer cannot be completed on a timely basis, a tender may be effected if the Exchange Agent has received at one of the addresses set forth herein prior to the Expiration Date, a signed letter, telegram or facsimile transmission from an Eligible Institution setting forth the name and address of the tendering holder, the name(s) in which the Old Series I Preferred Securities are registered, and stating that the tender is being made thereby and guaranteeing that within two New York Stock Exchange ("NYSE") trading days after the date of signature of such letter, telegram or facsimile transmission by the Eligible Institution, a confirmation of book-entry transfer of such Old Series I Preferred Securities into the Exchange Agent's account at DTC, will be delivered by such Eligible Institution. Unless a confirmation of book-entry transfer of such Old Series I Preferred Securities into the Exchange Agent's account at DTC in accordance with DTC's Automated Tender Offer Program ("ATOP") procedures, if applicable, is received, Capital Funding may, at its option, reject the tender. No alternative, conditional or contingent tenders will be accepted, and no fractional Old Series I Preferred Securities will be accepted for exchange. By signing this Letter of Transmittal (or facsimile hereof), the tendering holder waives any right to receive any notice of the acceptance of the Old Series I Preferred Securities for exchange. 3 3. CONSENTS. HOLDERS OF OLD SERIES I PREFERRED SECURITIES AS OF THE RECORD DATE WHO TENDER THEIR SECURITIES PURSUANT TO THE OFFER WILL BE DEEMED TO HAVE CONSENTED TO THE PROPOSED AMENDMENTS. In addition, holders of Old Series I Preferred Securities as of the Record Date have the right to Consent to the Proposed Amendments (regardless of whether they tender their Old Series I Preferred Securities) by executing the Consent included in this Letter of Transmittal. By executing a Notice of Guaranteed Delivery, a registered holder of Old Series I Preferred Securities as of the Record Date is deemed to have tendered the Old Series I Preferred Securities described in such Notice of Guaranteed Delivery and to have given their Consent to the Proposed Amendments with respect to their Old Series I Preferred Securities so tendered. The Prospectus and related documents are being sent to all persons in whose name Old Series I Preferred Securities are registered on the books of the Trustee on May 6, 1998, which is the Record Date. Holders of Old Series I Preferred Securities who purchase or whose purchase is recorded after the Record Date and who wish to tender in the Series I Offer are not eligible to Consent to the Proposed Amendments. Any holder of Old Series I Preferred Securities as of the Record Date in the name of another holder must establish to the satisfaction of Capital Funding such holder's entitlement to give such Consent. This will ordinarily require an assignment by such registered holder in blank, or if not in blank, to and from each successive transferee, including the holder, with each signature guaranteed by an Eligible Institution. See Instruction 4. Any person who is the beneficial owner but not the registered holder of Old Series I Preferred Securities must arrange for the registered transfer of such Old Series I Preferred Securities prior to tendering or direct the registered holder to tender on behalf of the beneficial holder. 4. SIGNATURES ON LETTER OF TRANSMITTAL. If this Letter of Transmittal or the Notice of Guaranteed Delivery is signed by the holder(s) of the Old Series I Preferred Securities tendered hereby or for which Consents are provided hereby, the signature(s) most correspond with the name(s) as written on the face of the certificates without alteration, enlargement or any change whatsoever. If any of the Old Series I Preferred Securities tendered hereby or for which Consents are provided hereby are held of record by two or more persons, all such persons must sign this Letter of Transmittal. If any of the Old Series I Preferred Securities tendered hereby or for which consents are provided hereby are registered in different names on different certificates, it will be necessary to complete, sign and submit as many separate Letters of Transmittal as there are different registrations of certificates. 5. STOCK TRANSFER TAXES. Capital Funding will pay all stock transfer taxes, if any, applicable to the exchange of any Old Series I Preferred Securities pursuant to the Series I Offer. If, however, Series I Preferred Securities or checks representing the cash purchase price for the Old Series I Preferred Securities, if any, are to be issued in the name of any person other than the holder of Old Series I Preferred Securities tendered, or if tendered Old Series I Preferred Securities are registered in the name of any person other than the person(s) signing this Letter of Transmittal, then the amount of any such transfer taxes (whether imposed on the registered holder or any other persons) will be payable by the tendering holder. If satisfactory evidence of payment of such taxes or exemption therefrom is not submitted with this Letter of Transmittal, the amount of such transfer taxes will be billed directly to such tendering holder or deducted from the purchase price. 6. SPECIAL ISSUANCE INSTRUCTIONS. Any DTC Participant tendering Old Preferred Securities may request that Old Preferred Securities not tendered or not accepted for exchange or purchase be credited to such account at DTC as such 4 DTC Participant may designate under the caption "Special Issuance Instructions." If no such instructions are given, any such Old Preferred Securities not tendered or not accepted for exchange or purchase will be returned by crediting the DTC account of such DTC Participant designated above. 7. SUBSTITUTE FORM W-9. Under the federal income tax laws, the Exchange Agent may be required to withhold 31% of the amount of any cash payments made and/or the fair market value of any New Series I Preferred Securities issued pursuant to the Series I Offer. In order to avoid such backup withholding, each tendering holder, and, if applicable, each other payee, is requested to provide such holder's or payee's correct taxpayer identification number, and certify that such holder or payee is not subject to such backup withholding by completing and signing the box entitled "Substitute Form W-9" set forth on page of this Letter of Transmittal. In general, if a holder or payee is an individual, the taxpayer identification number is the Social Security Number of such individual. If the Exchange Agent is not provided with the correct taxpayer identification number, the holder or payee providing such number may be subject to a $50 penalty imposed by the Internal Revenue Service. Certain holders or payees (including, among others, all corporations and certain foreign individual(s)) are not subject to these backup withholding and reporting requirements. In order to satisfy the Exchange Agent that a foreign individual qualifies as an exempt recipient, such holder or payee is requested to submit a statement, signed under penalties of perjury, attesting to that individual's exempt status. Such statements can be obtained from the Exchange Agent. For further information concerning backup withholding and instructions for completing the Substitute Form W-9 (including how to obtain a taxpayer identification number if you do not have one and/or how to complete the Substitute Form W-9 if the Old Series I Preferred Securities are held in more than one name and/or the New Series I Preferred Securities will be held in more than one name), consult the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9. 8. WAIVER OF CONDITIONS. The conditions of the Series I Offer may be waived by Capital Funding from time to time in accordance with, and subject to the limitations described in, the Prospectus. Capital Funding, however, may not waive the condition that requires the satisfaction of certain conditions to the Separation described in the Prospectus and the condition that as of the Series I Expiration Date there be at least 400 record or beneficial holders of at least 1,000,000 New Series I Preferred Securities to be issued in exchange for Old Series I Preferred Securities validly tendered in the Series I Offer. 9. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES; INADEQUATE SPACE. Requests for assistance or additional copies of the Prospectus and this Letter of Transmittal (or the Letter of Transmittal relating to the Old Series II Preferred Securities and the Series II Offer) may be obtained from the Information Agent or the Exchange Agent at their respective addresses or telephone numbers set forth herein. If the space provided herein is inadequate, the certificate numbers and/or the amounts of Old Series I Preferred Securities should be listed on a separate signed schedule attached hereto. 10. SOLICITED TENDERS. Capital Funding will pay to Soliciting Dealers (as defined herein) designated by the beneficial owner of the Old Series I Preferred Securities validly tendered and accepted pursuant to the Offer a solicitation fee of $0.50 per Old Series I Preferred Security exchanged for New Series I Preferred Securities and $0.375 per Old Series I Preferred Security tendered for cash (except that in the case of transactions equal to or exceeding 10,000 Old Series I Preferred Securities of either series, Capital Funding will pay $0.25 per Old Series I Preferred Security exchanged for New Series I Preferred 5 Securities or tendered for cash), in each case subject to certain conditions. For purposes of this Instruction 10, "Soliciting Dealer" includes (i) any broker or dealer in securities, including each Dealer Manager in its capacity as dealer or broker, who is a member of any national securities exchange or of the National Association of Securities Dealers, Inc. (the "NASD"), (ii) any foreign broker or dealer not eligible for membership in the NASD who agrees to conform to the NASD's Rules of Fair Practice in soliciting tenders outside the United States to the same extent as though it were an NASD member, or (iii) any bank or trust company, any one of whom has solicited and obtained a tender pursuant to the Series I Offer. No such fee shall be payable to a Soliciting Dealer in respect of Old Series I Preferred Securities registered in the name of such Soliciting Dealer unless such Old Series I Preferred Securities are held by such Soliciting Dealer as nominee and such Old Series I Preferred Securities are being tendered for the benefit of one or more beneficial owners identified on this Letter of Transmittal or on the Notice of Solicited Tenders (included in the materials provided to brokers and dealers). No solicitation fee shall be payable to a Soliciting Dealer with respect to the tender of Old Series I Preferred Securities unless this Letter of Transmittal accompanying such tender designates such Soliciting Dealer as such in the box captioned "Solicited Tenders." In order to receive a solicitation fee, the Soliciting Dealer must return a Notice of Solicited Tenders to the Exchange Agent within three NYSE trading days after the Series I Expiration Date. No solicitation fee shall be payable to a Soliciting Dealer in respect of Old Series I Preferred Securities (i) beneficially owned by such Soliciting Dealer or (ii) registered in the name of such Soliciting Dealer unless such Old Series I Preferred Securities are held by such Soliciting Dealer as nominee and such Old Series I Preferred Securities are being tendered for the benefit of one or more beneficial owners identified on this Letter of Transmittal or the Notice of Solicited Tenders. No solicitation fee shall be payable to the Soliciting Dealer with respect to the tender of Old Series I Preferred Securities by the holder of record, for the benefit of the beneficial owner, unless the beneficial owner has designated such Soliciting Dealer. 11. LOST, STOLEN OR DESTROYED CERTIFICATES FOR OLD SERIES I PREFERRED SECURITIES. Any holder of Old Series I Preferred Securities whose certificate(s) for such securities have been lost, stolen or destroyed should contact either the Exchange Agent or the Information Agent at their respective addresses shown on the back page of this Letter of Transmittal for special instructions. 12. IRREGULARITIES. All questions as to the number of Old Series I Preferred Securities to be accepted, the validity, form, eligibility (including time of receipt) and acceptance of any tender of Old Series I Preferred Securities will be determined by Capital Funding, in its sole discretion, which determination shall be final and binding. Capital Funding reserves the absolute right to reject any or all tenders made pursuant to the Series I Offer determined by it not to be in appropriate form or the acceptance of or payment for any Old Series I Preferred Securities which would, in the opinion of Capital Funding's counsel, be unlawful. Capital Funding also reserves the absolute right to waive any of the conditions set forth in the Series I Offer (other than the Separation Condition and the Minimum Distribution Condition as described in the Prospectus) or any defect or irregularity in any tender with respect to any particular Old Series I Preferred Securities or any particular holder, and Capital Funding's interpretation of the terms and conditions of the Series I Offer (including these instructions) will be final and binding. Tenders will not be deemed to have been made until all defects and irregularities have been cured or waived prior to the Series I Expiration Date or such times as Capital Funding shall determine. Neither U S WEST, the Old Series I Trust, Capital Funding, the Exchange Agent, the Information Agent, the Dealer Managers nor any other person will be obligated to give notice of defects or irregularities in tenders, nor shall any of them incur any liability for failure to give any such notice. 6 IMPORTANT TAX INFORMATION Under United States federal income tax law, tendering holders of Old Series I Preferred Securities may be subject to backup withholding unless the Exchange Agent is in possession of such holder's correct taxpayer identification number ("TIN") on a Substitute Form W-9. If the holder is an individual, the TIN is his or her social security number. If the payor is not in possession of the correct TIN, payments that are made to such holder or other payee with respect thereto may be subject to 31% backup withholding. To avoid backup withholding, tendering holders are requestd to complete the Substitute Form W-9 below. Certain holders of Old Series I Preferred Securities (including, among others, all corporations and certain foreign individuals) are not subject to these backup withholding and reporting requirements. In order for a foreign individual to qualify as an exempt recipient, the holder of Old Series I Preferred Securities is requested to submit a signed Form W-8 attesting to that individual's exempt status. A Form W-8 can be obtained from the Exchange Agent. See the enclosed "Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9" for more instructions. If backup withholding applies, the Exchange Agent is required to withhold 31% of (i) the fair market value of the New Series I Preferred Securities that would be distributed to a tendering holder of Old Series I Preferred Securities or other person pursuant to the Series I Offer and (ii) any payments that would be made in respect of the Old Series I Preferred Securities. Such withholding obligation may cause the payor to sell some portion of the New Series I Preferred Securities that otherwise would have been distributed to a tendering holder. Backup withholding is not an additional tax. Rather, the tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld, provided that the required information is given to the Internal Revenue Service. If withholding results in an overpayment of taxes, a refund may be obtained from the Internal Revenue Service. The box in Part 3 of the Substitute Form W-9 may be checked if the holder of Old Series I Preferred Securities has not been issued a TIN and has applied for a TIN or intends to apply for a TIN in the near future. If the box in Part 3 is checked, the holder of Old Series I Preferred Securities or other payee should also complete the Certificate of Awaiting Taxpayer Identification Number below in order to avoid backup withholding. Notwithstanding that the box in Part 3 is checked and the Certificate of Awaiting Taxpayer Identification Number is completed, the Exchange Agent may withhold 31% (i) of payments made with respect to Old Series I Preferred Securities prior to the time a properly certified TIN is provided to the payor and (ii) of the New Series I Preferred Securities that otherwise would be distributed to such holder. However, such amounts and/or New Series I Preferred Securities will be refunded to each such holder of Old Series I Preferred Securities if a TIN is provided to the payor within 60 days. The holder of Old Series I Preferred Securities should give the payor the TIN of the record owner of the Old Series I Preferred Securities or of the last transferee appearing on the transfers attached to, or endorsed on, the Old Series I Preferred Securities. If the Old Series I Preferred Securities are in more than one name or are not in the name of the actual owner, consult the enclosed "Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9" for additional guidance on which number to report. NOTE: SIGNATURES MUST BE PROVIDED ON PAGES 16 AND 17 BELOW PLEASE READ THE PRECEDING INSTRUCTIONS CAREFULLY 7 Ladies and Gentlemen: The undersigned hereby tenders to Capital Funding Old Series I Preferred Securities pursuant to the offer by Capital Funding to exchange New Series I Preferred Securities or cash for the Old Series I Preferred Securities, upon the terms and subject to the conditions set forth in the Prospectus, the receipt of which is hereby acknowledged, and in this Letter of Transmittal (the "Series I Offer"). Holders of Old Series I Preferred Securities as of the Record Date who tender in the Series I Offer will be deemed to have provided their Consents to the Proposed Amendments with respect to such Old Series I Preferred Securities tendered. Subject to and effective upon acceptance for exchange of the Old Series I Preferred Securities tendered herewith, the undersigned hereby exchanges, assigns and transfers to or upon the order of Capital Funding all right, title and interest in and to all the Old Series I Preferred Securities that are being tendered hereby and irrevocably constitutes and appoints the Exchange Agent the true and lawful agent and attorney-in-fact of the undersigned with respect to such Old Series I Preferred Securities, with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest), to (a) transfer ownership of such Old Series I Preferred Securities on the account books maintained by DTC, together with all accompanying evidences of transfer and authenticity, to the Exchange Agent for the account of the Old Series I Preferred Securities, (b) present such Old Series I Preferred Securities for transfer on the books of the Old Series I Trust and (c) receive all benefits and otherwise exercise all rights of beneficial ownership of such Old Series I Preferred Securities, all in accordance with the terms of the Series I Offer. The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, exchange, assign and transfer the Old Series I Preferred Securities tendered hereby and to acquire the New Series I Preferred Securities or cash issuable or deliverable upon the exchange of such tendered Old Series I Preferred Securities and that, when the undersigned's Old Series I Preferred Securities are accepted for exchange, Capital Funding will acquire good and unencumbered title to such tendered Old Series I Preferred Securities, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim. The undersigned will, upon request, sign and deliver any additional documents deemed by Capital Funding to be necessary or desirable to complete the exchange, assignment and transfer of tendered Old Series I Preferred Securities or to transfer ownership of such Old Series I Preferred Securities. All authority herein conferred or agreed to be conferred shall survive the death, bankruptcy or incapacity of the undersigned and every obligation of the undersigned hereunder shall be binding upon the heirs, legal representatives, successors, assigns, executors and administrators of the undersigned. Except as stated in the Series I Offer, this tender is irrevocable. The undersigned understands that tenders of Old Series I Preferred Securities pursuant to any one of the procedures described in "Chapter 3: The Offers and Consent Solicitation--The Offer--Procedures for Tendering" in the Prospectus and in the instructions hereto will constitute agreements between the undersigned and Capital Funding upon the terms and subject to the conditions of the Series I Offer. Unless otherwise indicated under "Special Issuance Instructions," please cause New Series I Preferred Securities or checks representing the cash purchase price to be issued in the name(s) of the undersigned (and, in the case of Old Series I Preferred Securities tendered by book-entry transfer, by credit to the account at DTC). The undersigned recognizes that Capital Funding has no obligation, pursuant to the "Special Issuance Instructions," to transfer any Old Series I Preferred Securities from the name of the registered bolder(s) thereof if Capital Funding does not accept for exchange any of the Old Series I Preferred Securities so tendered. 8 PLEASE COMPLETE:
---------------------------------------------------------------------------------------------------- DESCRIPTION OF OLD SERIES I PREFERRED SECURITIES TENDERED OR CONSENTED ---------------------------------------------------------------------------------------------------- NAME(S) AND ADDRESS(ES) OF 7.96% TRUST ORIGINATED PREFERRED SECURITIES HOLDER(S) TENDERED (ATTACH ADDITIONAL SIGNED LIST IF (PLEASE FILL IN EXACTLY AS NAME(S) NECESSARY) APPEAR(S) ON CERTIFICATE(S).) - ------------------------------------------------------------------------------------------------------ NUMBER NUMBER OF OF SECURITIES SECURITIES NOT TENDERED TENDERED BUT FOR NUMBER OF AS TO WHICH NEW SERIES I SECURITIES ONLY PREFERRED TENDERED FOR CONSENTS ARE SECURITIES* CASH* GIVEN** ------------------------------------------------- ------------------------------------------------- ------------------------------------------------- ------------------------------------------------- ------------------------------------------------- ------------------------------------------------- ------------------------------------------------- ------------------------------------------------- TOTAL SECURITIES - ------------------------------------------------------------------------------------------------------ * UNLESS OTHERWISE INDICATED, THE HOLDER WILL BE DEEMED TO HAVE TENDERED THE FULL NUMBER OF OLD SERIES I PREFERRED SECURITIES HELD. ** NEED NOT BE COMPLETED BY HOLDERS WHO TENDER OLD SERIES I PREFERRED SECURITIES. A VALID TENDER BY HOLDERS AS OF THE RECORD DATE WILL CONSTITUTE THEIR CONSENT TO THE PROPOSED AMENDMENTS. - ------------------------------------------------------------------------------------------------------
9 - -------------------------------------------------------------------------------- COMPLETE THE FOLLOWING: Name of Tendering Institution: Account No.: Transaction Code No.:
- -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- / / CHECK HERE IF TENDERED OLD SERIES I PREFERRED SECURITIES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE FOLLOWING: Name(s) of Tendering Stockholder(s): Date of Execution of Notice of Guaranteed Delivery: Name of Institution which Guaranteed Delivery: If delivery is by book-entry transfer: Name of Tendering Institution: Account No.: Transaction Code No.:
- -------------------------------------------------------------------------------- COMPLETE ONLY IF APPLICABLE: - ------------------------------------------------ SPECIAL ISSUANCE INSTRUCTIONS (SEE INSTRUCTIONS 1, 4, 5 AND 6) To be completed ONLY if a DTC Participant requests that Old Series I Preferred Securities not tendered or not accepted for exchange or purchase are to be credited to an account other than the account of such DTC Participant. Issue to: Name _______________________________________________________________________ (PLEASE PRINT) Address ____________________________________________________________________ ____________________________________________________________________________ ____________________________________________________________________________ (INCLUDE ZIP CODE) __________________________________________________________________________ (TAX IDENTIFICATION NO.) - ------------------------------------------------------------ UNLESS YOU ARE AN ELIGIBLE INSTITUTION, IF YOU HAVE COMPLETED THE BOX IMMEDIATELY ABOVE, YOU MUST HAVE THE "GUARANTEE OF SIGNATURE(S)" PORTION OF THE BOX ON PAGE 12 COMPLETED BY AN ELIGIBLE INSTITUTION. 10 COMPLETE ONLY IF CONSENTING BUT NOT TENDERING: - -------------------------------------------------------------------------------- CONSENT The undersigned, a registered holder of 7.96% Trust Originated Preferred Securities of U S WEST Financing I as of May 6, 1998, hereby consents or withholds consent as specified below with respect to the Proposed Amendments and appoints the Exchange Agent its agent and attorney-in-fact (with full knowledge that the Exchange Agent also acts as the agent of U S WEST and Capital Funding) with respect to such consent given hereby with full power of substitution to deliver this Letter of Transmittal to U S WEST, Capital Funding, the Series I Trust and The First National Bank of Chicago, as property trustee under the Old Series I Trust and holder of the Old Series I Debt Securities. The Proposed Amendments would, as described more fully in the Prospectus, specifically permit U S WEST to consummate the separation without complying with a covenant contained in the Old Indenture that might otherwise require New U S WEST to assume liability for the Old Debt Guarantees. CHECK ONE BOX ONLY CONSENT / / WITHHOLD CONSENT / / -------------------------- Number of Securities for which Consent is being delivered The Power of Attorney granted in this paragraph shall be deemed irrevocable from and after the execution of the applicable Consent Supplemental Indenture and coupled with an interest. The undersigned understands that the Consent delivered pursuant to this Letter of Transmittal will constitute a binding agreement between the undersigned and Capital Funding upon the terms and subject to the conditions set forth in the Prospectus and in the Letter of Transmittal. All authority conferred or agreed to be conferred by this Letter of Transmittal shall survive the death, incapacity, dissolution or liquidation of the undersigned and every obligation of the undersigned under this Letter of Transmittal shall be binding upon the undersigned heirs, personal representatives, successors and assigns. Unless otherwise specified in the table on page 9, this Letter of Transmittal relates to all Old Series I Preferred Securities held by the undersigned. If the space provided above is inadequate, list all such information on a separate signed schedule and affix the schedule to this Letter of Transmittal. The terms and conditions of the Consent Solicitation set forth in the Prospectus, those terms and conditions set forth in "Chapter 3: The Offers and Consent Solicitation--The Consent Solicitation--Procedures for Consenting" are hereby incorporated herein by reference and form part of the terms and conditions of the Letter of Transmittal. ---------------------------------------------------------------------------- 11 PLEASE COMPLETE: - -------------------------------------------------------------------------------- HOLDER(S) OF OLD SERIES I PREFERRED SECURITIES SIGN HERE (PLEASE COMPLETE AND SIGN THE BOX ENTITLED "SUBSTITUTE FORM W-9" ON PAGE ) Must be signed by registered holder(s) exactly as name(s) appear(s) on certificate(s) for Old Series I Preferred Securities or on a security position listing or by person(s) authorized to become registered holder(s) by certificates and documents transmitted herewith. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, please set forth full title and see Instruction 5.) X __________________________________________________________________________ X __________________________________________________________________________ SIGNATURE(S) OF OWNER(S) Dated: _____________________________________________________________________ Name(s): ___________________________________________________________________ ____________________________________________________________________________ (PLEASE PRINT) Capacity (full title): _____________________________________________________ Address: ___________________________________________________________________ (INCLUDE ZIP CODE) Area Code and Telephone No.: _______________________________________________ GUARANTEE OF SIGNATURE(S) (IF APPLICABLE) (SEE INSTRUCTIONS 1 AND 5) Authorized Signature: ______________________________________________________ Name: ______________________________________________________________________ Title: _____________________________________________________________________ Address: ___________________________________________________________________ Name of Firm: ______________________________________________________________ Area Code and Telephone No.: _______________________________________________ Dated: _____________________________________________________________________ ---------------------------------------------------------------------------- 12 TO BE COMPLETED BY ALL TENDERING HOLDERS: PAYOR: FIRST CHICAGO TRUST COMPANY OF NEW YORK - --------------------------------------------------------------------------------------------------- SUBSTITUTE Part 1: PLEASE PROVIDE YOUR TIN SOCIAL SECURITY FORM W-9 IN THE BOX AT RIGHT AND CERTIFY NUMBER DEPARTMENT OF THE TREASURY BY SIGNING AND DATING BELOW OR EMPLOYER INTERNAL REVENUE SERVICE IDENTIFICATION NUMBER ----------------------------------------------------------------- Part 2 Check the box if you are NOT subject to backup withholding under the provisions of Section 3406(a)(1)(C) of the Internal Revenue Code because (1) you are exempt from backup withholding PAYER'S REQUEST FOR TAXPAYER (2) you have not been notified that you are subject to backup IDENTIFICATION (TIN) AND withholding as a result of failure to report all interest or CERTIFICATION dividends or (3) the Internal Revenue Service has notified you that you are no longer subject to backup withholding. / / ----------------------------------------------------------------- Part 3 Awaiting TIN / / (And see next box.) - --------------------------------------------------------------------------------------------------- CERTIFICATION: UNDER PENALTIES OF PERJURY, I CERTIFY THAT THE INFORMATION PROVIDED ON THIS FORM IS TRUE, CORRECT AND COMPLETE. SIGNATURE ------------------------------------------------------------- DATE-------------------- - ---------------------------------------------------------------------------------------------------
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART 3 OF THE ABOVE SUBSTITUTE FORM W-9. - ----------------------------------------------------------------------------------------------- CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (a) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office or (b) I intend to mail or deliver an application in the near future. I understand that 31% of all reportable payments made to me will be withheld until I provide a number and that if such number is provided to you within sixty (60) days, such withheld amounts will be refunded. Signature -------------------------------------------------------------- Date --------------------- - -----------------------------------------------------------------------------------------------
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS. 13 THE INFORMATION AGENT FOR THE OFFERS IS: BEACON HILL PARTNERS, INC. 90 Broad Street New York, New York 10004 Banks and Brokers Call Collect: (212) 843-8500 All Others Call Toll-Free: (800) 787-3120 Any questions or requests for assistance or additional copies of the Prospectus or the Letters of Transmittal or for copies of the Notices of Guaranteed Delivery may be directed to the Information Agent at its telephone number and location set forth above. You may also contact the Dealer Managers or your broker, dealer, commercial bank or trust company or other nominee for assistance concerning the Offers. THE DEALER MANAGERS FOR THE OFFERS ARE: MERRILL LYNCH & CO. World Financial Center North Tower New York, New York 10281 (888) ML4-TNDR (toll-free) (888) 654-8637 LEHMAN BROTHERS 3 World Financial Center 200 Vesey Street New York, New York 10285 (800) 438-3242 (toll-free) (212) 528-7581 EX-99.D 3 LETTER TO CLIENTS OFFER TO EXCHANGE AND CONSENT SOLICITATION U S WEST FINANCING I 7.96% TRUST ORIGINATED PREFERRED SECURITIES-SM- ("TOPRS-SM-") (LIQUIDATION AMOUNT $25 PER PREFERRED SECURITY) (CUSIP 90388D204) FOR MEDIAONE FINANCE TRUST I % TRUST ORIGINATED PREFERRED SECURITIES-SM- ("TOPRS-SM-") (LIQUIDATION AMOUNT $25 PER PREFERRED SECURITY) OR $ . IN CASH - ---------------------------------------------------------------------- THE SERIES I OFFER AND RELATED WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON , JUNE , 1998, UNLESS EXTENDED. - -------------------------------------------------------------------------------- To Our Clients: Enclosed for your consideration are the Prospectus, dated May , 1998 (as amended or supplemented and including all documents incorporated therein by reference, the "Prospectus") and a form of Letter of Transmittal and Consent (the "Letter of Transmittal") relating to the offer by U S WEST Capital Funding, Inc. ("Capital Funding") to exchange 7.96% Trust Originated Preferred Securities (the "Old Series I Preferred Securities") of U S WEST Financing I (the "Old Series I Trust"), for an equal amount of % Trust Originated Preferred Securities (the "New Series I Preferred Securities") of MediaOne Finance Trust I (the "New Series I Trust") or $ . in cash per Old Series I Preferred Security (the "Series I Offer"). The terms of the New Series I Preferred Securities are set forth in the Prospectus. All capitalized terms used and not defined herein shall have the meanings ascribed to them in the Prospectus. In connection with the Offers, U S WEST, Inc. ("U S WEST") and Capital Funding are soliciting Consents from the holders of record of Old Series I Preferred Securities as of May 6, 1998 (the "Record Date") to the Proposed Amendments. The proper tender by holders of Old Series I Preferred Securities as of the Record Date will constitute the giving of a Consent by such holders with respect to such Old Series I Preferred Securities. Holders of Old Series I Preferred Securities who acquired such Old Series I Preferred Securities after the Record Date will have the right to tender their Old Series I Preferred Securities pursuant to the Offers but will not have the right to provide Consents. A holder of Old Series I Preferred Securities as of the Record Date will be permitted to provide such holder's Consent even if such holder does not tender Old Series I Preferred Securities pursuant to an Offer. We are the holder of record of Old Series I Preferred Securities held for your account. A tender of such Old Series I Preferred Securities can be made only by us as the holder of record and pursuant to your instructions. The Letter of Transmittal relating to the Old Series I Preferred Securities is furnished to you for your information now and cannot be used by you to tender Old Series I Preferred Securities held by us for your account. We request instructions as to whether you wish us to tender (or, if applicable, provide Consents with respect to) any or all of the Old Series I Preferred Securities held by us for your account, upon the terms and subject to the conditions set forth in the Prospectus and the applicable Letter of - ------------------------ - -SM- "Trust Originated Preferred Securities" and "TOPrS" are services marks of Merrill Lynch & Co. Transmittal. We also request that you designate, in the box captioned "Soliciting Tenders," any Soliciting Dealer who solicited your tender of Old Series I Preferred Securities. Your attention is called to the following: 1. The Series I Offer and related withdrawal rights expire at 5:00 P.M., New York City time, on , , 1997, unless extended. 2. The Series I Offer is being made in connection with the separation of U S WEST into two separate companies (the "Separation"). Consummation of the Series I Offer is conditioned upon, among other things, the satisfaction of certain conditions to the Separation described in the Prospectus (including the approval of the Separation by U S WEST's stockholders) (the "Separation Condition"). Consummation of the Series I Offer is also conditioned upon tenders by a sufficient number of holders of Old Series I Preferred Securities such that there be at least 400 record or beneficial holders of at least 1,000,000 New Series I Preferred Securities to be issued in exchange for such Old Series I Preferred Securities (the "Minimum Distribution Condition"). The Separation Condition and Minimum Distribution Condition may not be waived by Capital Funding. 3. If you owned Old Series I Preferred Securities as of the Record Date, you may not validly tender Old Series I Preferred Securities without delivering a Consent to the Proposed Amendments. The proper tender of Old Preferred Securities by holders as of the Record Date will constitute the giving of a Consent by such holders. If you did not own Old Series I Preferred Securities as of the Record Date, you will not be eligible to deliver a Consent. If you owned Old Series I Preferred Securities as of the Record Date, you may deliver a Consent even if you do not elect to tender Old Series I Preferred Securities. No separate payments are being made for Consents. 4. Tendering stockholders will not pay brokerage fees or commissions, solicitation fees or, subject to Instruction 5 of the Letter of Transmittal relating to the Old Series I Preferred Securities, any stock transfer taxes applicable to the exchange of Old Series I Preferred Securities pursuant to the Series I Offer. Please note that a Question and Answer pamphlet regarding the Series I Offer is enclosed for your information. If you wish to have us tender or deliver a Consent with respect to any or all of your Old Series I Preferred Securities, please instruct us by completing, executing, detaching and returning to us the detachable portion hereof captioned "Instructions With Respect to the Series I Offer." An envelope to return your instructions to us is enclosed. Unless specified on such instructions, tenders of or Consents with respect to all such Old Series I Preferred Securities will be made on your behalf. Your instructions should be forwarded to us in ample time to permit us to submit a tender on your behalf before the Series I Expiration Date. THE SERIES I OFFER IS NOT BEING MADE TO, NOR WILL TENDERS BE ACCEPTED FROM OR ON BEHALF OF, HOLDERS OF OLD SERIES I PREFERRED SECURITIES IN ANY JURISDICTION IN WHICH THE MAKING OF THE SERIES I OFFER OR ACCEPTANCE THEREOF WOULD NOT BE IN COMPLIANCE WITH THE LAWS OF SUCH JURISDICTION. IN THOSE JURISDICTIONS THE LAWS OF WHICH REQUIRE THAT THE SERIES I OFFER BE MADE BY A LICENSED BROKER OR DEALER, THE SERIES I OFFER SHALL BE DEEMED TO BE MADE ON BEHALF OF CAPITAL FUNDING BY MERRILL LYNCH & CO., LEHMAN BROTHERS INC. OR ONE OR MORE REGISTERED BROKERS OR DEALERS LICENSED UNDER THE LAWS OF SUCH JURISDICTION. 2 INSTRUCTIONS WITH RESPECT TO THE SERIES I OFFER The undersigned acknowledge(s) receipt of your letter and the enclosed Prospectus, dated May , 1998, and the Letter of Transmittal and Consent relating to the Old Series I Preferred Securities in connection with the Series I Offer by Capital Funding to exchange Old Series I Preferred Securities for New Series I Preferred Securities or cash. This will instruct you to tender the number of Old Series I Preferred Securities indicated below held by you for the account of the undersigned, upon the terms and subject to the conditions set forth in the Prospectus and the Letter of Transmittal relating to the Old Series I Preferred Securities. TENDER FOR NEW SERIES I PREFERRED SECURITIES BY HOLDERS AS OF THE RECORD DATE: / / By checking this box, all Old Series I Preferred Securities held by you for our account will be tendered in the Series I Offer for New Series I Preferred Securities. If fewer than all Old Series I Preferred Securities are to be tendered, we have checked the box below and indicated the aggregate number of Old Series I Preferred Securities to be tendered by you. We understand that since the Old Series I Preferred Securities held by you for our account were held as of the Record Date, the tender of Old Series I Preferred Securities will constitute the Consent to the Proposed Amendments. / / ___________________ shares* TENDER FOR CASH BY HOLDERS AS OF THE RECORD DATE: / / By checking this box, all Old Series I Preferred Securities held by you for our account will be tendered in the Series I Offer for cash. If fewer than all Old Series I Preferred Securities are to be tendered, we have checked the box below and indicated the aggregate number of Old Series I Preferred Securities to be tendered by you. We understand that since the Old Series I Preferred Securities held by you for our account were held as of the Record Date, the tender of Old Series I Preferred Securities will constitute the Consent to the Proposed Amendments. / / ___________________ shares* TENDER FOR NEW SERIES I PREFERRED SECURITIES BY HOLDERS WHO ACQUIRED OLD SERIES I PREFERRED SECURITIES AFTER THE RECORD DATE: / / By checking this box, all Old Series I Preferred Securities held by you for our account, will be tendered in the Series I Offer for New Series I Preferred Securities. If fewer than all Old Series I Preferred Securities are to be tendered, we have checked the box below and indicated the aggregate number of Old Series I Preferred Securities to be tendered by you. / / ___________________ shares* TENDER FOR CASH BY HOLDERS WHO ACQUIRED OLD SERIES I PREFERRED SECURITIES AFTER THE RECORD DATE: / / By checking this box, all Old Series I Preferred Securities held by you for our account, will be tendered in the Series I Offer for cash. If fewer than all Old Series I Preferred Securities are to be tendered, we have checked the box below and indicated the aggregate number of Old Series I Preferred Securities to be tendered by you. / / ___________________ shares* 3 CONSENT ONLY BY HOLDERS AS OF THE RECORD DATE: / / By checking this box, we instruct you to deliver a Consent with respect to all Old Series I Preferred Securities held by you for our account as of the Record Date which are not being tendered in the Series I Offer. If Consents should be provided with respect to fewer than all Old Series I Preferred Securities not tendered, we have checked the box below and indicated the aggregate number of Old Series I Preferred Securities as to which Consents should be provided. / / ___________________ shares* - ------------------------ * Unless otherwise indicated, it will be assumed that all such Old Series I Preferred Securities are to be tendered or that Consents are to be provided with respect to all such Old Series I Preferred Securities. 4 SIGN HERE SIGNATURE(S): __________________________________________________________________ NAME(S): _______________________________________________________________________ ADDRESS(ES): ___________________________________________________________________ SOCIAL SECURITY OR TAXPAYER ID NO(S).: _________________________________________ DATED: _________________________________________________________________________ (SEE OTHER SIDE) PLEASE DESIGNATE IN THE BOX BELOW ANY SOLICITING DEALER WHO SOLICITED YOUR TENDER. SOLICITED TENDERS The undersigned represents that the Soliciting Dealer who solicited and obtained this tender is: Name of Firm: __________________________________________________________________ (PLEASE PRINT) Name of Individual Broker or Financial Consultant: _______________________________________________________ Identification Number (if known): ______________________________________________ Address: _______________________________________________________________________ ________________________________________________________________________________ (INCLUDE ZIP CODE) SIGN HERE X X SIGNATURE(S) PRINT NAME(S) AND ADDRESS(ES) HERE Dated:
5 -----END PRIVACY-ENHANCED MESSAGE-----