-----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, DR371ERqAAMXusOmb85Ak4IunXZ6EglW2XsDMs1Oh8bdKPeKlYXnQ+CUNN5i2/Ui jmTA5rPau9XP0BM7B35Tpw== 0001054522-98-000006.txt : 19980716 0001054522-98-000006.hdr.sgml : 19980716 ACCESSION NUMBER: 0001054522-98-000006 CONFORMED SUBMISSION TYPE: 8-A12B PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980715 SROS: NYSE FILER: 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: 8-A12B SEC ACT: SEC FILE NUMBER: 001-11539 FILM NUMBER: 98666401 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 FILER: COMPANY DATA: COMPANY CONFORMED NAME: U S WEST INC /DE/ CENTRAL INDEX KEY: 0001054522 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 840953188 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: SEC FILE NUMBER: 001-11539-02 FILM NUMBER: 98666402 BUSINESS ADDRESS: STREET 1: 1801 CALIFORNIA STREET STREET 2: SUITE 390 CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 3036722700 MAIL ADDRESS: STREET 1: 1801 CALIFORNIA STREET STREET 2: SUITE 390 CITY: DENVER STATE: CO ZIP: 80202 FORMER COMPANY: FORMER CONFORMED NAME: USW-C INC DATE OF NAME CHANGE: 19980204 8-A12B 1 FORM 8-A =============================================================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 --------------- FORM 8-A --------------- For Registration of Certain Classes of Securities Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934
U S WEST Capital Funding, Inc. U S WEST, Inc. (Exact Name of Registrant as (Formerly "USW-C, Inc.") Specified in its Charter) (Exact Name of Registrant as Specified in its Charter) Colorado Delaware (State of Incorporation (State of Incorporation or Organization) or Organization) 84-1028672 84-0953188 (I.R.S. Employer Identification No.) (I.R.S. Employer Identification No.)
1801 California Street, Denver, Colorado 80202 (Address and Zip Code of Principal Executive Offices of Both Registrants) Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class of Name of Each Exchange on Which Securities to be Registered Each Class is to be Registered ------------------------------------------------ ------------------------------------------- $500,000,000 6.125% Notes due 2002 New York Stock Exchange of U S WEST Capital Funding, Inc. Guarantee of 6.125% Notes due 2002 New York Stock Exchange by U S WEST, Inc.
If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. [X] If this Form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to the General Information Instruction A.(d), check the following box. [ ] Securities Act registration statement file number to which this form relates (if applicable): 333-51907 Securities to be registered pursuant to Section 12(g) of the Act: None (Title of Class) =============================================================================== INFORMATION REQUIRED IN REGISTRATION STATEMENT Item 1. Description of Registrant's Securities to be Registered. For a full description of the $500,000,000 6.125% Notes due 2002 (the "Notes") of U S WEST Capital Funding, Inc. ("Capital Funding") and the guarantee (the "Guarantee") of U S WEST, Inc. ("U S WEST") to be registered hereby, reference is made to (i) the information contained under the caption "Description of Debt Securities and Guarantees" in the Prospectus, dated June 24, 1998 (the "Prospectus"), which forms part of the Registration Statement on Form S-3 (333-51907 and 333-51907-01) filed by Capital Funding and U S WEST with the Securities and Exchange Commission on May 6, 1998 under the Securities Act of 1933, as amended (the "Registration Statement), and (ii) the information contained under the caption "Description of Notes and Debentures" in the Prospectus Supplement relating to the Notes, dated June 24, 1998 (the "Prospectus Supplement") to the Prospectus. The information contained in the Registration Statement, the Prospectus, and the Prospectus Supplement is incorporated herein by reference. Item 2. Exhibits.
Exhibit Number Description - ----------------- --------------------------------------------------------- 3-A Restated Certificate of Incorporation of U S WEST, Inc. (incorporated by reference to Exhibit 3-A to the USW-C, Inc. (renamed U S WEST, Inc.) Registration Statement on Form S-4, File No. 333-45765). 3-B Bylaws of U S WEST, Inc. (incorporated by reference to Exhibit 3(ii) to the U S WEST, Inc. Form 8-K, dated June 17, 1998). 4-A Form of 6.125% Notes due July 15, 2002 of U S WEST Capital Funding, Inc., unconditionally guaranteed as to the payment of principal and interest by U S WEST, Inc., in the aggregate principal amount of $500,000,000 (incorporated by reference to Exhibit 4-A to the U S WEST, Inc. Form 8-K dated June 29, 1998). 4-B Form of Guarantee (included in Exhibit 4-A). 4-C Form of Indenture, among U S WEST Capital Funding, Inc., U S WEST, Inc. and First National Bank of Chicago, as Trustee (incorporated herein by reference to Exhibit No. 4-A to the Registrants' Form S-3 Registration Statement, as filed with the United States Securities and Exchange Commission on May 6, 1998, as amended).
SIGNATURE 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 its behalf by the undersigned, thereto duly authorized, on this 15th day of July, 1998. U S WEST CAPITAL FUNDING, INC. By: /s/ THOMAS O. McGIMPSEY ------------------------------------------- Name: Thomas O. McGimpsey Title: Assistant Secretary U S WEST, INC. (Formerly "USW-C, Inc.") By: /s/ THOMAS O. McGIMPSEY ------------------------------------------- Name: Thomas O. McGimpsey Title: Assistant Secretary -----END PRIVACY-ENHANCED MESSAGE-----