UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
November 15, 1996
U S WEST, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 1-8611 84-0926774
(State or Other (Commission (I.R.S. Employer
Jurisdiction of Incorporation) File Number) Identification Number)
7800 EAST ORCHARD ROAD
ENGLEWOOD, COLORADO 80111
(Address of principal executive offices) (zip code)
(303) 793-6500
(Registrant's telephone number, including area code)
NOT APPLICABLE
(Former name or former address, if changed since last report)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On November 15, 1996, pursuant to the Agreement and Plan of Merger, dated
as of February 26, 1996, as amended and restated as of June 27, 1996 and as
further amended as of October 7, 1996 (the "Merger Agreement"), among U S
WEST, Inc., a Delaware corporation ("U S WEST"), Continental Merger
Corporation, a Delaware corporation and wholly owned subsidiary of U S WEST
("Company Sub), and Continental Cablevision, Inc., a Delaware corporation
("Continental"), Continental was merged with and into Company Sub, with
Company Sub continuing as the surviving corporation (the "Merger"). Company
Sub, which was renamed "Continental Cablevision, Inc." in connection with the
Merger, is now a wholly owned subsidiary of U S WEST.
Pursuant to the Merger Agreement, (a) each outstanding share of Class A
Common Stock, par value $.01 per share, of Continental (other than certain
unvested restricted shares and shares owned by Continental, U S WEST or by any
wholly owned subsidiary of Continental or U S WEST) was converted into
0.841920 of a share of U S WEST Media Group Common Stock, par value $.01 per
share, of U S WEST ("Media Stock") and 0.246394 of a share of Series D
Convertible Preferred Stock, par value $1.00 per share, of U S WEST ("Series D
Preferred Stock") and (b) each outstanding share of Class B Common Stock, par
value $.01 per share, of Continental ("Class B Common Stock") (other than
certain unvested restricted shares and shares owned by Continental, U S WEST
or by any wholly owned subsidiary of Continental or U S WEST) was converted
into, at the election of the holder thereof, (i) $8.56586 in cash, 0.841920 of
a share of Media stock and 0.075076 of a share of Series D Preferred Stock,
(ii) subject to proration described in the Merger Agreement, 1.178381 shares
of Media Stock and 0.105080 of a share of Series D Preferred Stock or (iii)
subject to proration described in the Merger Agreement, $30 in cash. Holders
of Class B Common Stock are being sent election forms pursuant to which they
will have the right to make an election with respect to the consideration to
be received by them pursuant to the Merger Agreement.
U S WEST will issue to Continental's stockholders pursuant to the Merger
Agreement an aggregate of 150,614,848 shares of Media Stock, 20,000,000 shares
of Series D Preferred Stock and $1,150,000,000 in cash. The cash being paid
by U S WEST pursuant to the Merger Agreement is being financed through the
issuance of commercial paper indebtedness. U S WEST also assumed all of
Continental's outstanding indebtedness in connection with the Merger.
ITEM 5. OTHER EVENTS
On November 25, 1996, U S WEST Communications, Inc. issued a press
release entitled "U S WEST Communications Receives King County Superior Court
Decision in Washington State Rate Order Appeal." In addition, on November 26,
1996, U S WEST Communications, Inc. issued a press release entitled "U S WEST
Communications To Continue Appeal of Washington State Rate Order." The
releases are attached hereto as Exhibits.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Businesses Acquired
The consolidated financial statements of Continental Cablevision, Inc.
and subsidiaries as of September 30, 1996 and for the nine months ended
September 30, 1995 and 1996 are filed as Exhibit 99A.
The consolidated financial statements of Continental Cablevision, Inc.
and subsidiaries as of December 31, 1994 and 1995 and for the years ended
December 31, 1994 and 1995 are filed as Exhibit 99B.
(b) Unaudited Pro Forma Condensed Combined Financial Statements
It is impracticable to file the Unaudited Pro Forma Condensed Combined
Financial Statements as of the date of this Current Report on Form 8-K. Such
financial statements will be filed within 60 days of the date on which this
Current Report on Form 8-K is being filed.
(c) Exhibits
2A. Amended and Restated Agreement and Plan of Merger, dated as of June
27, 1996, among U S WEST, Inc., Continental Merger Corporation and Continental
Cablevision, Inc. (incorporated by reference to Exhibit 10 to U S WEST's
Quarterly Report on Form 10-Q for the quarter ended June 30, 1996, File No.
1-8611).
2B. Amendment to Agreement and Plan of Merger, dated as of October 7,
1996, among U S WEST, Inc., Continental Merger Corporation and Continental
Cablevision, Inc. (incorporated by reference to Exhibit 10(a) to U S WEST's
Quarterly Report on Form 10-Q for the quarter ended September 30, 1996, File
No. 1-8611).
10A. Stockholders' Agreement, dated as of February 27, 1996, among the
stockholders of Continental Cablevision, Inc. named therein and U S WEST, Inc.
(incorporated by reference to Exhibit 10af to U S WEST's Annual Report on Form
10-K for the year ended December 31, 1995, File No. 1-8611).
10B. Amendment No. 1 to Stockholders' Agreement, dated as of October 7,
1996, among the stockholders of Continental Cablevision, Inc. named therein
and U S WEST, Inc. (incorporated by reference to Exhibit 10-B to U S WEST's
Registration Statement on Form S-4, File No. 333-13901).
99A. Consolidated financial statements of Continental Cablevision, Inc.
and subsidiaries as of September 30, 1996 and for the nine months ended
September 30, 1995 and 1996 (incorporated by reference from pages 3 to 14 of
Continental's Quarterly Report on Form 10-Q for the quarter ended September
30, 1996, File No. 0-20577).
99B. Consolidated financial statements of Continental Cablevision, Inc.
and subsidiaries as of December 31, 1994 and 1995 and for the years ended
December 31, 1994 and 1995 (incorporated by reference from pages F-3 to F-25
of the Proxy Statement/Prospectus included in U S WEST's Registration
Statement on Form S-4, File No. 333-13901).
99C. Press Release, dated November 15, 1996.
99D. Press Release, dated November 22, 1996.
99E. Press Release, dated November 25, 1996.
99F. Press Release, dated November 26, 1996.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
U S WEST, Inc.
By:/s/ Stephen E. Brilz
Stephen E. Brilz
Assistant Secretary
Dated: November 27, 1996