EXHIBIT 99C
U S WEST Media Group
7800 East Orchard Road
Englewood, Colorado 80111
[U S WEST Media Group logo and registered mark]
News Release
Release Date: November 15, 1996
Contact: Steve Lang Rob Stoddard
U S WEST Media Group Continental Cablevision
303-793-6290 617-854-3138
U S WEST MEDIA GROUP AND
CONTINENTAL CABLEVISION CLOSE MERGER
- ALLIANCE RESHAPES U S WEST; ADVANCES ITS STRATEGY -
ENGLEWOOD, COLO. -- U S WEST Media Group (NYSE: UMG) and Continental
Cablevision closed their merger today, enhancing U S WEST's position as a
world leader in telephone and cable services.
"This merger is a watershed event for us," said Richard McCormick,
chairman and CEO of U S WEST. "We formed our domestic cable strategy four
years ago as a way of expanding our presence outside our traditional
territory. With our Time Warner alliance, our MediaOne properties in Atlanta
and, now, Continental, our networks pass more than 26 million American cable
homes with superb clusters in the top 60 markets."
Chuck Lillis, president and CEO of Media Group, said, "We and Continental
have been aggressively upgrading our networks so customers can get more video
channels, faster Internet access and competitive local phone services. Now
that we're one of the nation's largest broadband communications companies,
we're in a great position to take advantage of these marketplace
opportunities. "
Amos B. Hostetter, Jr., formerly chairman and CEO of Continental and now
head of all Media Group domestic cable operations, said, "Our upgraded
networks -- rich in fiber-optic cable -- give us a tremendous advantage in
deploying two-way, broadband services. And our recent deployment of high-speed
Internet access over cable modems in Florida and Massachusetts has reinforced
our belief that customers are eager for these capabilities."
-more-
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With the merger, U S WEST, Inc., has two groups dedicated to offering
integrated information, communications and entertainment services in local
markets around the world: U S WEST Communications, which has about $10 billion
in annual revenues, and U S WEST Media Group, with about $8 billion in annual
proportionate revenues.
Continental's shareowners yesterday approved the merger of Continental
into a subsidiary of U S WEST, Inc. And, since the merger was announced in
February, both the Federal Communications Commission and the U.S. Department
of Justice have approved it. The FCC approval requires that U S WEST divest
itself of Continental cable properties in the U S WEST Communications 14-state
service territory. The DOJ approval requires that U S WEST divest itself, in
stages, of Continental's interest in Teleport Communications Group.
The terms of the transaction were unchanged from those previously
announced. The equity portion of the merger will be $1 billion in U S WEST
preferred stock, convertible to Media Group common stock; $1.150 billion in
cash; and 150.6 million shares of U S WEST Media Group common, valued by
Continental at $21 a share.
U S WEST also announced today that it plans to repurchase up to $350
million of Media Group common stock. This plan will be contingent upon market
conditions.
U S WEST Media Group (NYSE: UMG), one of America's largest broadband
communications companies, is involved in domestic and international cable and
telephony, wireless communications, and directory and information services.
For 1995, U S WEST Media Group reported proportionate revenues of $5.1
billion.
Media Group is one of two major groups that make up U S WEST, a company
in the connections business, helping customers share information,
entertainment and communications services in local markets worldwide. U S
WEST's other major group, U S WEST Communications, provides telecommunications
services in 14 western and midwestern states.