EXHIBIT 99
U S WEST, INC.
7800 East Orchard Road
Englewood, Colorado 80111
[U S WEST, Inc. logo and registered mark]
News Release
Release Date: October 27, 1997
Contact: Lois Leach, 303-793-6355
Dick MacKnight, 303-793-6559
U S WEST, INC. PLANS TO SPLIT U S WEST MEDIA GROUP,
U S WEST COMMUNICATIONS GROUP
INTO SEPARATE PUBLIC COMPANIES
-- U S WEST Media Group to become MediaOne Group,
U S WEST Communications Group to become U S WEST --
-- Move will sharpen focus on customers, maximize shareholder value --
-- Transfer of U S WEST Dex from Media Group to Communications Group will be
part of split --
ENGLEWOOD, Colo., -- U S WEST, Inc., said today that it intends to split U S
WEST Media Group (NYSE:UMG) and U S WEST Communications Group (NYSE:USW) into
separate public companies sometime after mid-1998. Since November of 1995,
the groups have traded as distinct classes of "target" stock of U S WEST, Inc.
U S WEST's Board of Directors has approved management's recommendation to
develop specific terms and a plan for a transaction through which the two
companies would become independent publicly-traded entities with separate
boards of directors. The announcement was made by Richard D. McCormick,
chairman and chief executive officer of U S WEST, Inc.
"Recent developments in technology, markets and regulation will provide
strategic competitive opportunities for both businesses that outweigh the
benefits of remaining together," McCormick said. "This move will make it
easier for each of them to pursue exciting new opportunities for serving
customers in the communications, data and entertainment sectors."
The move to create two independent companies will allow both groups to focus
on developing the full potential of their respective distribution networks.
"This will mean a wider array of products and services for both sets of
customers," McCormick said.
The company said its current structure has achieved its purpose. The total
return on shareowners' investment since March 1, 1995, just before the
announcement of the target stock structure, is 89 percent. "We're proud of
this, but we believe that taking one more step -- creating independent
companies -- is the best way to continue that growth," McCormick said.
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ORGANIZATION
U S WEST Communications Group will be renamed U S WEST, Inc. The new U S WEST
will include the telephone, data and wireless operations of the U S WEST
Communications Group, as well as the Yellow Pages and electronic directory
business known as U S WEST Dex. Solomon D. Trujillo, 45, currently president
and chief executive officer of U S WEST Communications Group, will become
chief executive officer of U S WEST, Inc., when the split occurs.
"The people of U S WEST have done an outstanding job and I'm excited to be
working with this great team to bring more and better services to our
customers," Trujillo said. "The future has never been brighter."
The company earlier announced plans to transfer U S WEST Dex, now part of U S
WEST Media Group, to the new U S WEST. The terms of this Dex transfer are
consistent with its previously announced movement. The transfer was valued at
$4.75 billion -- $3.9 billion in debt and $850 million in equity to Media
Group shareowners.
U S WEST Media Group will be renamed MediaOne Group, Inc., echoing the brand
by which the company's cable distribution system is known to more than five
million customers in 19 states. In addition to these cable properties,
MediaOne Group assets will include the company's interests in the Time Warner
Entertainment partnership, the wireless operations of U S WEST New Vector
Group, all of U S WEST's international interests and interactive services.
Charles M. Lillis, 56, currently president and chief executive officer of U S
WEST Media Group, will become chief executive officer of MediaOne Group, Inc.
"Customer demand for entertainment, voice and high-speed data services is
exploding," Lillis said. "The people of MediaOne Group are poised to capture
the opportunity. I'm pleased to lead the effort."
When the split occurs, McCormick will become non-executive chairman of the
board of the new U S WEST. "Sol Trujillo and Chuck Lillis have done terrific
work in building their respective groups within U S WEST and will continue to
do so when they're leading their own independent companies," McCormick said.
The transaction is subject to a number of approvals, including approvals by
regulators and both shareowner groups and receipt of a favorable ruling from
the Internal Revenue Service.
OWNERS
Once the separation occurs, owners of U S WEST Communications Group target
stock will hold one share of the new U S WEST for each share of Communications
Group target stock.
Owners of Media Group target stock will hold one share of MediaOne Group stock
for each share of Media Group target stock. In addition, Media Group
shareowners will receive a fractional share of the new U S WEST for each share
of Media Group target stock. This fractional share represents their historic
interest in the assets of U S WEST Dex, which will be transferred to the new U
S WEST in conjunction with the split.
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Holders of both groups whose stock is currently represented by stock
certificates will receive new certificates in exchange for their existing
ones.
"We intend to make this as simple as possible for shareowners," McCormick
said. Shareowners don't need to take any action at this time. Before they're
asked to vote on the split-off proposal, shareowners will receive proxies
providing more detail. The company expects to send materials to shareowners
by early- to mid-1998.
For all outstanding debt securities issued or guaranteed by U S WEST, Inc.,
including debt issued by its U S WEST Capital Funding subsidiary, U S WEST
intends to take appropriate steps in connection with the split to preserve
bondholder value.
EMPLOYEES
Both MediaOne Group and the new U S WEST will maintain their headquarters in
the Denver metropolitan area.
The split will affect approximately 700 people based primarily in the Denver
area who provide common legal, human resources, administrative, financial and
general corporate support for the U S WEST family of companies.
"These employees' work has been vital to the company's success and will remain
so to the new companies," McCormick added. "We will divide this talent to
meet the companies' needs. Generally, employees will follow their work."
U S WEST, Inc., is the parent company of two major operating groups. U S WEST
Communications provides telecommunications services to 25 million customers in
14 western and midwestern states. U S WEST Media Group is involved in
domestic and international cable and telephony, wireless communications, and
directory and information services.
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