-----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, Q+vNWpuOaoQErqb75U+0BoRnBpgtQnbzYAY7rVzj4hLAdSj1m1MMm5pvWIuINJ1h ragEt8BiM2db3eqj6n5llQ== 0001047469-98-021665.txt : 19980527 0001047469-98-021665.hdr.sgml : 19980527 ACCESSION NUMBER: 0001047469-98-021665 CONFORMED SUBMISSION TYPE: SC 13E4/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19980526 SROS: NYSE SUBJECT COMPANY: 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: SC 13E4/A SEC ACT: SEC FILE NUMBER: 005-40771 FILM NUMBER: 98631032 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: US WEST CAPITAL FUNDING INC CENTRAL INDEX KEY: 0000794987 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 841028672 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13E4/A BUSINESS ADDRESS: STREET 1: 7800 E ORCHARD RD STE 480 CITY: ENGLEWOOD STATE: CO ZIP: 80111 BUSINESS PHONE: 3037936629 MAIL ADDRESS: STREET 1: 7800 EAST ORCHARD ROAD SUITE 480 CITY: ENGLEWOOD STATE: CO ZIP: 80111 SC 13E4/A 1 SCH 13-4/A - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ SCHEDULE 13E-4 ISSUER TENDER OFFER STATEMENT (PURSUANT TO SECTION 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934) ------------------------ (AMENDMENT NO. 2) U S WEST, INC. U S WEST FINANCING I U S WEST FINANCING II (Name of Issuer) U S WEST CAPITAL FUNDING, INC. (Name of Person(s) Filing Statement) 7.96% TRUST ORIGINATED PREFERRED SECURITIES 90338D204 (LIQUIDATION AMOUNT $25 PER SECURITY) OF U S WEST FINANCING I 8 1/4% TRUST ORIGINATED PREFERRED SECURITIES 90338M204 (LIQUIDATION AMOUNT $25 PER SECURITY) OF U S WEST FINANCING II GUARANTEES BY U S WEST, INC. OF PREFERRED SECURITIES OF U S WEST FINANCING I AND U S WEST FINANCING II (Title of Class of Securities) (CUSIP Number of Class of Securities)
STEPHEN E. BRILZ, ESQ. U S WEST, INC. 7800 EAST ORCHARD ROAD ENGLEWOOD, COLORADO 80111 (303) 793-6500 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications of Behalf of Person(s) Filing Statement) COPIES TO: DENNIS J. BLOCK, ESQ. WEIL, GOTSHAL & MANGES LLP 767 FIFTH AVENUE NEW YORK, NEW YORK 10153 (212) 310-8000 INSTRUCTION. When submitting this statement in paper format, ten copies of this statement, including all exhibits, shall be filed with the Commission. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- INTRODUCTORY STATEMENT This Schedule 13E-4, as amended, relates to (a) the offer by U S WEST Capital Funding, Inc. ("Capital Funding") to holders of 7.96% Trust Originated Preferred Securities (the "Old Series I Preferred Securities") of U S WEST Financing I to exchange their securities for either (i) an equal amount of 9.30% Trust Originated Preferred Securities of MediaOne Finance Trust I or (ii) $25.75 in cash per Old Series I Preferred Security and (b) the offer by Capital Funding to holders of 8 1/4% Trust Originated Preferred Securities (the "Old Series II Preferred Securities") of U S WEST Financing II to exchange their securities for either (i) an equal amount of 9 1/2% Trust Originated Preferred Securities of MediaOne Finance Trust II or (ii) $26.30 in cash per Old Series II Preferred Security. The Old Series I Preferred Securities and the Old Series II Preferred Securities are guaranteed, to the extent the applicable trust has funds available therefor, by U S WEST, Inc. Each of the offers is referred to herein individually as an "Offer" and collectively as the "Offers." Each Offer is being made on the terms and subject to the conditions set forth in an Offer to Exchange and Consent Solicitation, dated May 8, 1998, and the related Letter of Transmittal and Consent. ITEM 9. MATERIAL TO BE FILED AS EXHIBITS. (a) Exhibit 20.1 Letter to holders of Old Series I Preferred Securities, dated May 26, 1998. Exhibit 20.2 Letter to holders of Old Series II Preferred Securities, dated May 26, 1998.
1 SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. U S WEST CAPITAL FUNDING, INC. By: /s/ STEPHEN E. BRILZ ----------------------------------------- Name: Stephen E. Brilz Title: SECRETARY
Dated: May 26, 1998 2 EXHIBIT INDEX
EXHIBIT DESCRIPTION - ---------- --------------------------------------------------------------------------------------------------------- 20.1 Letter to holders of Old Series I Preferred Securities, dated May 26, 1998. 20.2 Letter to holders of Old Series II Preferred Securities, dated May 26, 1998.
3 EX-20.1 2 EXHIBIT 20.1 [LOGO] [LOGO]
May 26, 1998 Dear U S WEST FINANCING I Holder: In connection with the separation of U S WEST, Inc (the "Company") into two independent companies (U S WEST, Inc. and MediaOne Group), the Company is offering you the opportunity to exchange your 7.96% Trust Originated Preferred Securities of U S WEST Financing I (the "Old Preferred") for one of the following: (I) 9.30% TRUST ORIGINATED PREFERRED SECURITIES OF MEDIAONE FINANCE TRUST I (THE "NEW PREFERRED"); OR (II) $25.75 PER SHARE IN CASH The New Preferred will have the exact same call features and redemption features of the Old Preferred. Holders taking action will also receive accrued and unpaid interest at the rate of 7.96% up to but not including the delivery date or payment date. In making your decision, please take note that the Company has been advised by Standard & Poors and Moody's of the following ratings for both the Old Preferred and the New Preferred securities:
S & P MOODY'S RATING RATING --------- ----------- 7.96% OLD PREFERRED.................................. *BBB- *BA3 9.30% NEW PREFERRED.................................. BBB- BA3 * Denotes downgrade.
Please be aware that if any Old Preferred holder does not take action, they will continue to own an Old Preferred, which will be guaranteed by MediaOne Group. The risks involved in owning the Old Preferred include: (I) THE DOWNGRADING OF THE OLD PREFERRED TO THE SAME LEVEL AS THE HIGHER YIELDING NEW PREFERRED; (II) MEDIAONE GROUP WILL BE THE GUARANTOR OF BOTH THE OLD PREFERRED AND THE NEW PREFERRED; (III) THE YIELD ON THE OLD PREFERRED IS LOWER THAN THE NEW PREFERRED (7.96% VS. 9.30%); AND (IV) DESPITE NOT TAKING ACTION, THE HOLDERS OF THE OLD PREFERRED WILL RECOGNIZE A TAXABLE EVENT. We urge you to carefully read the Offer to Exchange and Consent Solicitation Statement dated May 8, 1998, which was previously sent to you. The Offer to Exchange and Consent Solicitation Statement provides you with detailed information about the separation and the terms of the Offer and the New Preferred securities. TIME IS SHORT, THE EXCHANGE AND CONSENT SOLICITATION IS SET TO EXPIRE ON TUESDAY, JUNE 9, 1998 AT 5:00 P.M., EASTERN STANDARD TIME. IT IS URGENT THAT YOU CONTACT YOUR ACCOUNT REPRESENTATIVE AT YOUR BANK OR BROKERAGE FIRM TO DISCUSS WHICH OPTION IS BEST FOR YOU. If you have any questions, you can contact Beacon Hill Partners, Inc., the Information Agent for the Exchange Offer at (800) 787-3120. EX-20.2 3 EXHIBIT 20.2 [LOGO] [LOGO]
May 26, 1998 Dear U S WEST FINANCING II Holder: In connection with the separation of U S WEST, Inc (the "Company") into two independent companies (U S WEST, Inc. and MediaOne Group), the Company is offering you the opportunity to exchange your 8 1/4% Trust Originated Preferred Securities of U S WEST Financing II (the "Old Preferred") for one of the following: (I) 9 1/2% TRUST ORIGINATED PREFERRED SECURITIES OF MEDIAONE FINANCE TRUST II (THE "NEW PREFERRED"); OR (II) $26.30 PER SHARE IN CASH The New Preferred will have the exact same call features and redemption features of the Old Preferred. Holders taking action will also receive accrued and unpaid interest at the rate of 8 1/4% up to but not including the delivery date or payment date. In making your decision, please take note that the Company has been advised by Standard & Poors and Moody's of the following ratings for both the Old Preferred and the New Preferred securities:
S & P MOODY'S RATING RATING --------- ----------- 8 1/4% OLD PREFERRED................................. *BBB- *BA3 9 1/2% NEW PREFERRED................................. BBB- BA3 * Denotes downgrade.
Please be aware that if any Old Preferred holder does not take action, they will continue to own an Old Preferred, which will be guaranteed by MediaOne Group. The risks involved in owning the Old Preferred include: (I) THE DOWNGRADING OF THE OLD PREFERRED TO THE SAME LEVEL AS THE HIGHER YIELDING NEW PREFERRED; (II) MEDIAONE GROUP WILL BE THE GUARANTOR OF BOTH THE OLD PREFERRED AND THE NEW PREFERRED; (III) THE YIELD ON THE OLD PREFERRED IS LOWER THAN THE NEW PREFERRED (8 1/4% VS. 9 1/2%); AND (IV) DESPITE NOT TAKING ACTION, THE HOLDERS OF THE OLD PREFERRED WILL RECOGNIZE A TAXABLE EVENT. We urge you to carefully read the Offer to Exchange and Consent Solicitation Statement dated May 8, 1998, which was previously sent to you. The Offer to Exchange and Consent Solicitation Statement provides you with detailed information about the separation and the terms of the Offer and the New Preferred securities. TIME IS SHORT, THE EXCHANGE AND CONSENT SOLICITATION IS SET TO EXPIRE ON TUESDAY, JUNE 9, 1998 AT 5:00 P.M., EASTERN STANDARD TIME. IT IS URGENT THAT YOU CONTACT YOUR ACCOUNT REPRESENTATIVE AT YOUR BANK OR BROKERAGE FIRM TO DISCUSS WHICH OPTION IS BEST FOR YOU. If you have any questions, you can contact Beacon Hill Partners, Inc., the Information Agent for the Exchange Offer at (800) 787-3120. -----END PRIVACY-ENHANCED MESSAGE-----