LETTER OF TRANSMITTAL
U S WEST, INC.
U S WEST CAPITAL FUNDING, INC.
OFFER TO EXCHANGE
6 7/8% NOTES DUE AUGUST 15, 2001
FOR ANY AND ALL
OUTSTANDING 6 7/8% NOTES DUE AUGUST 15, 2001
PURSUANT TO THE PROSPECTUS DATED FEBRUARY , 2000
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON MARCH 15,
2000, UNLESS THE EXCHANGE OFFER IS EXTENDED.
THE PRINCIPAL EXCHANGE AGENT (THE "EXCHANGE AGENT") FOR THE EXCHANGE OFFER IS:
BANK ONE TRUST COMPANY, NATIONAL ASSOCIATION
BY MAIL: BY HAND, OVERNIGHT MAIL OR COURIER:
Bank One Trust Company, National Association Bank One Trust Company, National Association
Attention: Exchanges Attention: Exchanges
Global Corporate Trust Services Global Corporate Trust Services
1 Bank One Plaza, One North State Street,
Mail Suite 1L 1-0122 9(th) Floor
Chicago, IL 60670-0122 Chicago, IL 60602
or or
Bank One Trust Company, National Association Bank One Trust Company, National Association
Attention: Exchanges Attention: Exchanges
Global Corporate Trust Services Global Corporate Trust Services
14 Wall Street, 8(th) Floor 14 Wall Street, 8(th) Floor
New York, NY 10005 New York, NY 10005
BY FACSIMILE: FOR INFORMATION OR CONFIRMATION
(312) 407-8853 BY TELEPHONE:
Attention: Exchanges (800) 524-9472
FOR HOLDERS IN LUXEMBOURG ("LUXEMBOURG HOLDERS") ONLY, THE EXCHANGE AGENT IN
LUXEMBOURG
(THE "LUXEMBOURG EXCHANGE AGENT") IS:
KREDIETBANK LUXEMBOURGEOISE S.A.
BY MAIL:
Kredietbank S.A. Luxembourgeoise
43 Boulevard Royal
L - 2955, Luxembourg
FOR INFORMATION OR CONFIRMATION
BY TELEPHONE:
(352) 47 97 39 35
BY FACSIMILE:
(352) 47 97 73 951
FOR QUESTIONS REGARDING THIS LETTER OF TRANSMITTAL OR FOR OTHER INFORMATION, YOU
MAY CONTACT THE EXCHANGE AGENT OR, FOR LUXEMBOURG HOLDERS ONLY, THE LUXEMBOURG
EXCHANGE AGENT.
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OR TRANSMISSION TO A FACSIMILE
NUMBER OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY. THE
METHOD OF DELIVERY OF ALL DOCUMENTS, INCLUDING CERTIFICATES, IS AT THE RISK OF
THE HOLDER. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT
REQUESTED, PROPERLY INSURED, IS RECOMMENDED. YOU SHOULD READ THE INSTRUCTIONS
ACCOMPANYING THIS LETTER OF TRANSMITTAL CAREFULLY BEFORE YOU COMPLETE THIS
LETTER OF TRANSMITTAL.
The undersigned acknowledges that he or she has received the Prospectus
dated February , 2000 (the "Prospectus") of U S WEST, Inc. ("U S WEST") and
U S WEST Capital Funding, Inc. (the "Company"), and this Letter of Transmittal
and the instructions hereto (the "Letter of Transmittal"), which together
constitute the Company's offer (the "Exchange Offer") to exchange $1,000
principal amount of each of its 6 7/8% Notes due August 15, 2001 (the "New
Notes") the offering of which has been registered under the Securities Act of
1933, as amended (the "Securities Act"), pursuant to a Registration Statement of
which the Prospectus is a part, for each $1,000 principal amount of its
outstanding 6 7/8% Notes due August 15, 2001 (the "Old Notes"), of which
$1,150,000,000 aggregate principal amount is outstanding, upon the terms and
subject to the conditions set forth in the Prospectus. The term "Expiration
Date" shall mean 5:00 p.m., New York City time, on March 15, 2000, unless the
Company, in its sole discretion, extends the Exchange Offer, in which case the
term shall mean the latest date and time to which the Exchange Offer is extended
by the Company. Capitalized terms used but not defined herein have the meaning
given to them in the Prospectus.
This Letter of Transmittal is to be used if either (1) certificates
representing Old Notes are to be physically delivered to the Exchange Agent
herewith by Holders (as defined below) (or for Luxembourg Holders only, to the
Luxembourg Exchange Agent), (2) tender of Old Notes is to be made by book-entry
transfer to an account maintained by the Exchange Agent or the Luxembourg
Exchange Agent at The Depository Trust Company ("DTC"), pursuant to the
procedures set forth in "The Exchange Offer--Procedures for Tendering Old 6 7/8%
Notes" in the Prospectus by any financial institution that is a participant in
DTC and whose name appears on a security position listing as the owner of Old
Notes or (3) tender of Old Notes is to be made according to the guaranteed
delivery procedures set forth in the Prospectus under "The Exchange
Offer--Guaranteed Delivery Procedures." Delivery of this Letter of Transmittal
and any other required documents must be made to the Exchange Agent (or for
Luxembourg Holders only, to the Luxembourg Exchange Agent).
DELIVERY OF DOCUMENTS TO DTC IN ACCORDANCE WITH DTC PROCEDURES DOES NOT
CONSTITUTE DELIVERY TO THE EXCHANGE AGENT OR THE LUXEMBOURG EXCHANGE AGENT.
The term "Holder" as used herein means any person in whose name Old Notes
are registered on the books of the Company or any other person who has obtained
a properly completed bond power from the registered holder.
All Holders of Old Notes who wish to tender their Old Notes must, prior to
the Expiration Date: (1) complete, sign, and deliver this Letter of Transmittal,
or a facsimile thereof, to the Exchange Agent (or for Luxembourg Holders only,
to the Luxembourg Exchange Agent), in person or to the address set forth above;
and (2) tender (and not withdraw) his or her Old Notes or, if a tender of Old
Notes is to be made by book-entry transfer to the account maintained by the
Exchange Agent (or for Luxembourg Holders only, the Luxembourg Exchange Agent)
at DTC, confirm such book-entry transfer (a "Book-Entry Confirmation"), in each
case in accordance with the procedures for tendering described in the
Instructions to this Letter of Transmittal. Holders of Old Notes whose
certificates are not immediately available, or who are unable to deliver their
certificates or Book-Entry Confirmation and all other documents required by this
Letter of Transmittal to be delivered to the Exchange Agent (or for Luxembourg
Holders only, to the Luxembourg Exchange Agent) on or prior to the Expiration
Date,
2
must tender their Old Notes according to the guaranteed delivery procedures set
forth under the caption "The Exchange Offer--Guaranteed Delivery Procedures" in
the Prospectus. (See Instruction 2.)
Upon the terms and subject to the conditions of the Exchange Offer, the
acceptance for exchange of the Old Notes validly tendered and not withdrawn and
the issuance of the New Notes will be made promptly following the Expiration
Date. For the purposes of the Exchange Offer, the Company shall be deemed to
have accepted for exchange validly tendered Old Notes when, as and if the
Company has given written notice thereof to the Exchange Agent or to the
Luxembourg Exchange Agent.
The undersigned has completed, executed and delivered this Letter of
Transmittal to indicate the action the undersigned desires to take with respect
to the Exchange Offer.
PLEASE READ THE ENTIRE LETTER OF TRANSMITTAL AND THE PROSPECTUS CAREFULLY
BEFORE CHECKING ANY BOX BELOW. THE INSTRUCTIONS INCLUDED IN THIS LETTER OF
TRANSMITTAL MUST BE FOLLOWED. QUESTIONS AND REQUESTS FOR ASSISTANCE OR FOR
ADDITIONAL COPIES OF THE PROSPECTUS, THIS LETTER OF TRANSMITTAL AND THE NOTICE
OF GUARANTEED DELIVERY MAY BE DIRECTED TO THE EXCHANGE AGENT (OR FOR LUXEMBOURG
HOLDERS ONLY, TO THE LUXEMBOURG EXCHANGE AGENT). SEE INSTRUCTION 12.
HOLDERS WHO WISH TO ACCEPT THE EXCHANGE OFFER AND TENDER THEIR OLD NOTES
MUST COMPLETE THIS LETTER OF TRANSMITTAL IN ITS ENTIRETY AND COMPLY WITH ALL OF
ITS TERMS.
3
List below the Old Notes to which this Letter of Transmittal relates. If the
space provided below is inadequate, the Certificate Numbers and Principal
Amounts should be listed on a separate signed schedule, attached hereto. The
minimum permitted tender is $1,000 in principal amount of each of the 6 7/8%
Notes due August 15, 2001. All other tenders must be in integral multiples of
$1,000.
BOX I
DESCRIPTION OF 6 7/8% NOTES DUE AUGUST 15, 2001
(A) (B)
AGGREGATE PRINCIPAL
NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S)* CERTIFICATE AMOUNT TENDERED (IF
(PLEASE FILL IN, IF BLANK) NUMBER(S) LESS THAN ALL)**
Total Principal
Amount of Old Notes
* Need not be completed by book-entry Holders.
** Need not be completed by Holders who wish to tender all Old Notes listed.
4
PLEASE READ CAREFULLY THE ACCOMPANYING INSTRUCTIONS
BOX II BOX III
SPECIAL REGISTRATION INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 4, 5 AND 6) (SEE INSTRUCTIONS 4, 5 AND 6)
To be completed ONLY if certificates for To be completed ONLY if certificates for Old
Old Notes in a principal amount not Notes in a principal amount not tendered, or
tendered, or New Notes issued in exchange New Notes issued in exchange for Old Notes
for Old Notes accepted for exchange, are to accepted for exchange, are to be delivered
be issued in the name of someone other than to someone other than the undersigned.
the undersigned.
Issue certificate(s) to: Deliver certificate(s) to:
Name: ---------------------------------- NAME:
(PLEASE PRINT) --------------------------------------------
(PLEASE PRINT)
- -------------------------------------------- --------------------------------------------
(PLEASE PRINT) (PLEASE PRINT)
Address: --------------------------------- Address: ---------------------------------
---------------------------------------- --------------------------------------------
(INCLUDING ZIP CODE) (INCLUDING ZIP CODE)
---------------------------------------- --------------------------------------------
(TAXPAYER IDENTIFICATION OR SOCIAL SECURITY (TAXPAYER IDENTIFICATION OR SOCIAL SECURITY
NUMBER) NUMBER)
IMPORTANT: THIS LETTER OF TRANSMITTAL OR A FACSIMILE HEREOF (TOGETHER WITH THE
CERTIFICATE(S) FOR OLD NOTES OR A CONFIRMATION OF BOOK-ENTRY TRANSFER
OF SUCH OLD NOTES AND ALL OTHER REQUIRED DOCUMENTS) OR, IF GUARANTEED
DELIVERY PROCEDURES ARE TO BE COMPLIED WITH, A NOTICE OF GUARANTEED
DELIVERY, MUST BE RECEIVED BY THE EXCHANGE AGENT (OR FOR LUXEMBOURG
HOLDERS ONLY, THE LUXEMBOURG EXCHANGE AGENT) ON OR PRIOR TO THE
EXPIRATION DATE.
/ / CHECK HERE IF OLD NOTES ARE BEING DELIVERED BY DTC TO AN ACCOUNT MAINTAINED
BY THE EXCHANGE AGENT OR THE LUXEMBOURG EXCHANGE AGENT WITH DTC AND COMPLETE
THE FOLLOWING:
Name of Tendering Institution
--------------------------------------------------------------
/ / The Depository Trust Company
Account Number
--------------------------------------------------------------------------
Transaction Code Number
------------------------------------------------------------------
Holders whose Old Notes are not immediately available or who cannot deliver
their Old Notes and all other documents required hereby to the Exchange
Agent (or for Luxembourg Holders only, to the Luxembourg Exchange Agent) on
or prior to the Expiration Date may tender their Old Notes according to the
guaranteed delivery procedures set forth in the Prospectus under the caption
"The Exchange Offer--Guaranteed Delivery Procedures." (See Instruction 2.)
5
/ / CHECK HERE IF OLD NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF
GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT (OR FOR LUXEMBOURG
HOLDERS ONLY, TO THE LUXEMBOURG EXCHANGE AGENT) AND COMPLETE THE FOLLOWING:
Name(s) of Tendering Holder(s)
-------------------------------------------------------------
Date of Execution of Notice of Guaranteed Delivery
-------------------------------------------
Name of Institution which Guaranteed Delivery
-----------------------------------------------
Transaction Code Number
------------------------------------------------------------------
/ / CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL
COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS
THERETO:
Name:
----------------------------------------------------------------------------
Address:
----------------------------------------------------------------------------
If the undersigned is not a broker-dealer, the undersigned represents that
it is acquiring the New Notes in the ordinary course of its business, it has no
arrangement or understanding with any person, nor does it intend to engage in,
the distribution (as that term is interpreted by the SEC) of New Notes and it is
not an affiliate (as that term is interpreted by the SEC) of the Company or
U S WEST, or if it is an affiliate, it will comply with the registration and
prospectus delivery requirements of the Securities Act to the extent applicable.
If the undersigned is a broker-dealer that will receive New Notes for its own
account in exchange for Old Notes that were acquired as a result of
market-making activities or other trading activities, it acknowledges that it
will deliver a prospectus in connection with any resale of such New Notes;
however, by so acknowledging and by delivering a prospectus, the undersigned
will not be deemed to admit that it is an "underwriter" within the meaning of
the Securities Act.
6
NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
Subject to the terms and conditions of the Exchange Offer, the undersigned
hereby tenders to U S WEST Capital Funding, Inc. (the "Company") the principal
amount of Old Notes indicated above.
Subject to and effective upon the acceptance for exchange of the principal
amount of Old Notes tendered hereby in accordance with this Letter of
Transmittal, the undersigned sells, assigns and transfers to, or upon the order
of, the Company all right, title and interest in and to the Old Notes tendered
hereby. The undersigned hereby irrevocably constitutes and appoints the Exchange
Agent (or for Luxembourg Holders only, the Luxembourg Exchange Agent) as its
agent and attorney-in-fact (with full knowledge that the Exchange Agent also
acts as the agent of the Company and as Trustee under the Indenture for the Old
Notes and the New Notes) with respect to the tendered Old Notes with full power
of substitution (such power of attorney being deemed an irrevocable power
coupled with an interest), subject only to the right of withdrawal described in
the Prospectus, to (1) deliver certificates for such Old Notes to the Company or
transfer ownership of such Old Notes on the account books maintained by DTC,
together, in either such case, with all accompanying evidences of transfer and
authenticity to, or upon the order of, the Company and (2) present such Old
Notes for transfer on the books of the Company and receive all benefits and
otherwise exercise all rights of beneficial ownership of such Old Notes, all in
accordance with the terms of the Exchange Offer.
The undersigned acknowledges that the Exchange Offer is being made in
reliance upon interpretative advice given by the staff of the SEC to third
parties in connection with transactions similar to the Exchange Offer, so that
the New Notes issued pursuant to the Exchange Offer in exchange for the Old
Notes may be offered for resale, resold and otherwise transferred by holders
thereof (other than a broker-dealer who purchased such Old Notes directly from
the Company for resale pursuant to Rule 144A, Regulation S or any other
available exemption under the Securities Act or a person that is an "affiliate"
of the Company or U S WEST within the meaning of Rule 405 under the Securities
Act) without compliance with the registration and prospectus delivery provisions
of the Securities Act, provided that such New Notes are acquired in the ordinary
course of such holders' business and such holders are not participating, do not
intend to participate and have no arrangement or understanding with any person
to participate, in the distribution of such New Notes.
The undersigned represents and warrants that (1) the New Notes acquired
pursuant to the Exchange Offer are being acquired in the ordinary course of
business of the person receiving New Notes (which shall be the undersigned
unless otherwise indicated in the box entitled "Special Delivery Instructions"
above) (the "Recipient"), (2) neither the undersigned nor the Recipient (if
different) is engaged in, intends to engage in or has any arrangement or
understanding with any person to participate in the distribution (as that term
is interpreted by the SEC) of such New Notes, and (3) neither the undersigned
nor the Recipient (if different) is an "affiliate" of the Company or U S WEST as
defined in Rule 405 under the Securities Act, or if it is an affiliate, it will
comply with the registration and prospectus delivery requirements of the
Securities Act to the extent applicable.
If the undersigned is a broker-dealer, the undersigned further
(1) represents that it acquired Old Notes for the undersigned's own account as a
result of market-making activities or other trading activities, (2) represents
that it has not entered into any arrangement or understanding with the Company
or any "affiliate" of the Company (within the meaning of Rule 405 under the
Securities Act) to distribute the New Notes to be received in the Exchange Offer
and (3) acknowledges that it will deliver a prospectus meeting the requirements
of the Securities Act (for which purposes, the delivery of the Prospectus, as
the same may be hereafter supplemented or amended, shall be sufficient) in
connection with any resale of New Notes received in the Exchange Offer. Such a
broker-dealer will not be
7
deemed, solely by reason of such acknowledgment and prospectus delivery, to
admit that it is an "underwriter" within the meaning of the Securities Act.
The undersigned hereby represents and warrants that the undersigned has full
power and authority to tender, exchange, assign and transfer the Old Notes
tendered hereby and to acquire New Notes issuable upon the exchange of such
tendered Old Notes, and that, when the same are accepted for exchange, the
Company will acquire good and unencumbered title thereto, free and clear of all
liens, restrictions, charges and encumbrances and not subject to any adverse
claim. The undersigned also warrants that it will, upon request, execute and
deliver any additional documents deemed to be necessary or desirable by the
Exchange Agent (or for Luxembourg Holders only, the Luxembourg Exchange Agent)
or the Company in order to complete the exchange, assignment and transfer of
tendered Old Notes or transfer of ownership of such Old Notes on the account
books maintained by a book-entry transfer facility.
The undersigned agrees that acceptance of any tendered Old Notes by the
Company and the issuance of New Notes in exchange therefor shall constitute
performance in full by the Company of its obligations under the Registration
Rights Agreement (as defined in the Prospectus) and that, upon the issuance of
the New Notes, the Company will have no further obligations or liabilities
thereunder for the registration of the Old Notes or the New Notes.
The undersigned understands that tenders of Old Notes pursuant to the
procedures described under the caption "The Exchange Offer--Procedures for
Tendering Old 6 7/8% Notes" in the Prospectus and in the instructions hereto
will constitute a binding agreement between the undersigned, the Company and the
Exchange Agent (or for Luxembourg Holders only, the Luxembourg Exchange Agent)
in accordance with the terms and subject to the conditions of the Exchange
Offer.
The Exchange Offer is subject to certain conditions set forth in the
Prospectus under the caption "The Exchange Offer--Conditions of the Exchange
Offer." The undersigned recognizes that as a result of these conditions, as more
particularly set forth in the Prospectus, the Company may not be required to
exchange any of the Old Notes tendered hereby. If any tendered Old Notes are not
accepted for exchange pursuant to the Exchange Offer for any reason,
certificates for any such unaccepted Old Notes will be returned (except as noted
below with respect to lenders through DTC), at the Company's cost and expense,
to the undersigned at the address shown below or at a different address as may
be indicated herein under "Special Delivery Instructions" as promptly as
practicable after the Expiration Date.
All authority conferred or agreed to be conferred by this Letter of
Transmittal shall survive the death, incapacity or dissolution of the
undersigned, and every obligation of the undersigned under this Letter of
Transmittal shall be binding on the undersigned's heirs, personal
representatives, successors and assigns. This tender may be withdrawn only in
accordance with the procedures set forth in this Letter of Transmittal.
By acceptance of the Exchange Offer, each broker-dealer that receives New
Notes pursuant to the Exchange Offer hereby acknowledges and agrees that upon
the receipt of notice by the Company of the happening of any event that makes
any statement in the Prospectus untrue in any material respect or that requires
the making of any changes in the Prospectus in order to make the statements
therein not misleading (which notice the Company agrees to deliver promptly to
such broker-dealer), such broker-dealer will suspend use of the Prospectus until
the Company has amended or supplemented the Prospectus to correct such
misstatement or omission and has furnished copies of the amended or supplemented
prospectus to such broker-dealer.
Unless otherwise indicated under "Special Registration Instructions," please
issue the certificates representing the New Notes issued in exchange for the Old
Notes accepted for exchange and return any certificates for Old Notes not
tendered or not exchanged, in the name(s) of the undersigned (or, in
8
either such event in the case of Old Notes tendered by DTC, by credit to the
account at DTC). Similarly, unless otherwise indicated under "Special Delivery
Instructions," please send the certificates representing the New Notes issued in
exchange for the Old Notes accepted for exchange and any certificates for Old
Notes not tendered or not exchanged (and accompanying documents, as appropriate)
to the undersigned at the address shown below the undersigned's signature(s),
unless, in either event, tender is being made through DTC. In the event that
both "Special Registration Instructions" and "Special Delivery Instructions" are
completed, please issue the certificates representing the New Notes issued in
exchange for the Old Notes accepted for exchange in the name(s) of, and return
any certificates for Old Notes not tendered or not exchanged to, the person(s)
so indicated. The undersigned understands that the Company has no obligations
pursuant to the "Special Registration Instructions" or "Special Delivery
Instructions" to transfer any Old Notes from the name of the registered
Holder(s) thereof if the Company does not accept for exchange any of the Old
Notes so tendered.
Holders who wish to tender the Old Notes and (1) whose Old Notes are not
immediately available or (2) who cannot deliver their Old Notes, this Letter of
Transmittal or any other documents required hereby to the Exchange Agent (or for
Luxembourg Holders only, to the Luxembourg Exchange Agent) prior to the
Expiration Date, may tender their Old Notes according to the guaranteed delivery
procedures set forth in the Prospectus under the caption "The Exchange
Offer--Guaranteed Delivery Procedures." See Instruction 1 regarding the
completion of the Letter of Transmittal.
9
PLEASE SIGN HERE WHETHER OR NOT
OLD NOTES ARE BEING PHYSICALLY TENDERED HEREBY
AND WHETHER OR NOT TENDER IS TO BE MADE
PURSUANT TO THE GUARANTEED DELIVERY PROCEDURES
This Letter of Transmittal must be signed by the registered holder(s) as
their name(s) appear on the Old Notes or, if tendered by a participant in DTC,
exactly as such participant's name appears on a security listing as the owner of
Old Notes, or by person(s) authorized to become registered holder(s) by a
properly completed bond power from the registered holder(s), a copy of which
must be transmitted with this Letter of Transmittal. If Old Notes to which this
Letter of Transmittal relate are held of record by two or more joint holders,
then all such holders must sign this Letter of Transmittal. If signature is by a
trustee, executor, administrator, guardian, attorney-in-fact, officer of a
corporation or other person acting in a fiduciary or representative capacity,
then such person must (1) set forth his or her full title below and (2) unless
waived by the Company, submit evidence satisfactory to the Company of such
person's authority so to act. (See Instruction 4.)
X ---------------------------------------- Date: -------------------------------------
X ---------------------------------------- Date: -------------------------------------
Signature(s) of Holder(s) or
Authorized Signatory
Name(s): ---------------------------------- Address: ----------------------------------
Name(s): ---------------------------------- Address: ----------------------------------
Please Print Including Zip Code
Capacity: ---------------------------------- Telephone Number: ------------------------
Including Area Code
Social Security No. -------------------------
PLEASE COMPLETE SUBSTITUTE FORM W-9 HEREIN
10
BOX IV
SIGNATURE GUARANTEE (SEE INSTRUCTION 1)
CERTAIN SIGNATURES MUST BE GUARANTEED BY AN ELIGIBLE INSTITUTION
- --------------------------------------------------------------------------------
(NAME OF ELIGIBLE INSTITUTION GUARANTEEING SIGNATURES)
- --------------------------------------------------------------------------------
(FIRM ADDRESS (INCLUDING ZIP CODE) AND TELEPHONE NO. (INCLUDING AREA CODE))
- --------------------------------------------------------------------------------
(AUTHORIZED SIGNATURE)
- --------------------------------------------------------------------------------
(PRINTED NAME)
- --------------------------------------------------------------------------------
(TITLE)
Date:
- -------------------------------------
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER
1. GUARANTEE OF SIGNATURES.
Signatures on this Letter of Transmittal need not be guaranteed if (a) this
Letter of Transmittal is signed by the registered holder(s) of the Old Notes
tendered herewith and such holder(s) have not completed the box set forth herein
entitled "Special Registration Instructions" or the box entitled "Special
Delivery Instructions" or (b) such Old Notes are tendered for the account of a
member firm of a registered national securities exchange or of the National
Association of Securities Dealers, Inc. or a commercial bank or trust company
having an office or correspondent in the United States (each, an "Eligible
Institution"). (See Instruction 6.) Otherwise, all signatures on this Letter of
Transmittal or a notice of withdrawal, as the case may be, must be guaranteed by
an Eligible Institution. All signatures on bond powers and endorsements on
certificates must also be guaranteed by an Eligible Institution.
2. DELIVERY OF THIS LETTER OF TRANSMITTAL AND OLD NOTES.
Unless the Exchange Agent or the Luxembourg Exchange Agent, as appropriate,
has received a properly transmitted Agent's Message (as defined below),
certificates for all physically delivered Old Notes or confirmation of any
book-entry transfer to the Exchange Agent (or for Luxembourg Holders only, to
the Luxembourg Exchange Agent) at DTC of Old Notes tendered by book-entry
transfer, as well as, in each case (including cases where tender is effected by
book-entry transfer), a properly completed and duly executed copy of this Letter
of Transmittal or facsimile hereof and any other documents required by this
Letter of Transmittal, must be received by the Exchange Agent (or for Luxembourg
Holders only, the Luxembourg Exchange Agent) at its address set forth herein
prior to 5:00 p.m., New York City time, on the Expiration Date. The method of
delivery of the tendered Old Notes, this Letter of Transmittal and all other
required documents to the Exchange Agent (or for Luxembourg Holders only, to the
Luxembourg Exchange Agent) is at the election and risk of the Holder and the
delivery will be deemed made only when actually received by the Exchange Agent
(or for Luxembourg Holders only, to the Luxembourg Exchange Agent). If Old Notes
are sent by mail,
11
registered mail with return receipt requested, properly insured, is recommended.
In all cases, sufficient time should be allowed to ensure timely delivery. No
Letter of Transmittal or Old Notes should be sent to the Company.
The Exchange Agent will make a request to establish an account with respect
to the Old Notes at DTC for purposes of the Exchange Offer within two
business days after the date of the Prospectus, and any financial institution
that is a participant in DTC may make book-entry delivery of Old Notes by
causing DTC to transfer such Old Notes into the appropriate Exchange Agent's
account at DTC in accordance with DTC's procedures for transfer. However,
although delivery of Old Notes may be effected through book-entry transfer at
DTC, the Letter of Transmittal, with any required signature guarantees or an
Agent's Message (as defined in the next paragraph) in connection with a
book-entry transfer and any other required documents, must, in any case, be
transmitted to and received by the Exchange Agent (or for Luxembourg Holders
only, the Luxembourg Exchange Agent) at the address specified on the cover
page of the Letter of Transmittal on or prior to the Expiration Date or the
guaranteed delivery procedures described below must be complied with.
A Holder may tender Old Notes that are held through DTC by transmitting its
acceptance through DTC's Automated Tender Offer Program, for which the
transaction will be eligible, and DTC will then edit and verify the acceptance
and send an Agent's Message to the Exchange Agent (or for Luxembourg Holders
only, to the Luxembourg Exchange Agent) for its acceptance. The term "Agent's
Message" means a message transmitted by DTC to, and received by, the Exchange
Agent (or for Luxembourg Holders only, the Luxembourg Exchange Agent) and
forming part of the Book-Entry Confirmation, which states that DTC has received
an express acknowledgment from each participant in DTC tendering the Old Notes
and that such participant has received the Letter of Transmittal and agrees to
be bound by the terms of the Letter of Transmittal and the Company may enforce
such agreement against such participant.
Holders who wish to tender their Old Notes and (1) whose Old Notes are not
immediately available, or (2) who cannot deliver their Old Notes, this Letter of
Transmittal or any other documents required hereby to the Exchange Agent (or for
Luxembourg Holders only, to the Luxembourg Exchange Agent) on or prior to the
Expiration Date or comply with book-entry transfer procedures on a timely basis
must tender their Old Notes according to the guaranteed delivery procedures set
forth in the Prospectus. See "The Exchange Offer--Guaranteed Delivery
Procedures." Pursuant to such procedure: (1) such tender must be made by or
through an Eligible Institution and (2) on or prior to the Expiration Date, the
Exchange Agent (or for Luxembourg Holders only, the Luxembourg Exchange Agent)
must have received from the Eligible Institution either an Agent's Message with
respect to guaranteed delivery or (a) a properly completed and duly executed
Notice of Guaranteed Delivery (by facsimile transmission, overnight courier,
mail or hand delivery) setting forth the name and address of the Holder of the
Old Notes, the certificate number or numbers of such Old Notes and the principal
amount of Old Notes tendered, stating that the tender is being made thereby and
guaranteeing that, within five New York Stock Exchange trading days after the
date of signing of the Notice of Guaranteed Delivery, this Letter of Transmittal
(or facsimile hereof) together with the certificate(s) representing the Old
Notes and any other required documents will be deposited by the Eligible
Institution with the Exchange Agent (or for Luxembourg Holders only, the
Luxembourg Exchange Agent); and (b) such properly completed and executed Letter
of Transmittal (or facsimile hereof), as well as all other documents required by
this Letter of Transmittal and the certificate(s) representing all tendered Old
Notes in proper form for transfer (or a confirmation of book-entry transfer of
such Old Notes into the Exchange Agent's or the Luxembourg Exchange Agent's, as
appropriate, account at DTC), must be received by the Exchange Agent (or for
Luxembourg Holders only, the Luxembourg Exchange Agent) within five New York
Stock Exchange trading days after the date of signing of the Notice of
Guaranteed Delivery, all in the manner provided in the Prospectus under the
caption "The Exchange Offer--Guaranteed Delivery Procedures." Any Holder who
wishes to tender his or her Old Notes pursuant to
12
the guaranteed delivery procedures described above must ensure that the Exchange
Agent (or for Luxembourg Holders only, the Luxembourg Exchange Agent) receives
the Notice of Guaranteed Delivery prior to 5:00 p.m., New York City time, on the
Expiration Date. Upon request to the Exchange Agent (or for Luxembourg Holders
only, to the Luxembourg Exchange Agent), a Notice of Guaranteed Delivery will be
sent to Holders who wish to tender their Old Notes according to the guaranteed
delivery procedures set forth above.
All questions as to the validity, form, eligibility (including time of
receipt), acceptance of tendered Old Notes, and withdrawal of tendered Old Notes
will be determined by the Company in its sole discretion, which determination
will be final and binding. All tendering Holders, by execution of this Letter of
Transmittal (or facsimile thereof), shall waive any right to receive notice of
the acceptance of the Old Notes for exchange. The Company reserves the absolute
right to reject any and all Old Notes not properly tendered or any Old Notes the
Company's acceptance of which might, in the Company's judgment or the judgment
of the Company's counsel, be unlawful. The Company also reserves the right to
waive any irregularities or conditions of the Exchange Offer as to particular
Old Notes. The Company's interpretation of the terms and conditions of the
Exchange Offer (including the instructions in this Letter of Transmittal) shall
be final and binding on all parties. Unless waived, any defects or
irregularities in connection with tenders of Old Notes must be cured within such
time as the Company shall determine, Neither the Company, U S WEST, the Exchange
Agent, the Luxembourg Exchange Agent nor any other person shall be under any
duty to give notification of defects or irregularities with respect to tenders
of Old Notes, nor shall any of them incur any liability for failure to give such
notification. Tenders of Old Notes, will not be deemed to have been made until
such defects or irregularities have been cured to the Company's satisfaction or
waived. Any Old Notes received by the Exchange Agent (or for Luxembourg Holders
only, the Luxembourg Exchange Agent) that are not properly tendered and as to
which the defects or irregularities have not been cured or waived will be
returned by the Exchange Agent or the Luxembourg Exchange Agent, as appropriate,
to the tendering Holders pursuant to the Company's determination, unless
otherwise provided in this Letter of Transmittal, as soon as practicable
following the Expiration Date. The Exchange Agent and the Luxembourg Exchange
Agent have no fiduciary duties to the Holders with respect to the Exchange Offer
and are acting solely on the basis of directions of the Company.
3. INADEQUATE SPACE.
If the space provided is inadequate, the certificate numbers and/or the
number of Old Notes should be listed on a separate signed schedule attached
hereto.
4. TENDER BY HOLDER.
Only a Holder of Old Notes may tender such Old Notes in the Exchange Offer.
Any beneficial owner of Old Notes who is not the registered Holder and who
wishes to tender should arrange with such registered Holder to execute and
deliver this Letter of Transmittal on such beneficial owner's behalf or must,
prior to completing and executing this Letter of Transmittal and delivering his
or her Old Notes, either make appropriate arrangements to register ownership of
the Old Notes in such beneficial owner's name or obtain a properly complete bond
power from the registered Holder or properly endorsed certificates representing
such Old Notes.
5. PARTIAL TENDERS; WITHDRAWALS.
Tenders of Old Notes will be accepted only in integral multiples of $1,000.
If less than the entire principal amount of any Old Notes is tendered, the
tendering Holder should fill in the principal amount tendered in the third
column (B) of the box entitled "Description of 6 7/8% Notes due August 15, 2001"
above. The entire principal amount of any Old Notes delivered to the Exchange
Agent or to the Luxembourg Exchange Agent will be deemed to have been tendered
unless otherwise
13
indicated. If the entire principal amount of all Old Notes is not tendered, then
Old Notes for the principal amount of Old Notes not tendered and a certificate
or certificates representing New Notes issued in exchange for any Old Notes
accepted will be sent to the Holder at his or her registered address, unless a
different address is provided in the "Special Delivery Instructions" box above
on this Letter of Transmittal or unless tender is made through DTC, promptly
after the Old Notes are accepted for exchange.
Except as otherwise provided herein, tenders of Old Notes may be withdrawn
at any time prior to 5:00 p.m., New York City time, on the Expiration Date. To
withdraw a tender of Old Notes in the Exchange Offer, a written notice (sent by
facsimile transmission, mail or hand delivery) of withdrawal must be received by
the Exchange Agent (or for Luxembourg Holders only, the Luxembourg Exchange
Agent) at its address set forth herein prior to 5:00 p.m., New York City time,
on the Expiration Date. Any such notice of withdrawal must (1) specify the name
of the person having deposited the Old Notes to be withdrawn (the "Depositor"),
(2) identify the Old Notes to be withdrawn (including the certificate number or
numbers and principal amount of such Old Notes, or, in the case of Old Notes
transferred by book-entry transfer, the name and number of the account at DTC to
be credited), (3) be signed by the Depositor in the same manner as the original
signature on the Letter of Transmittal by which such Old Notes were tendered
(including any required signature guarantees) or be accompanied by documents of
transfer sufficient to have the Exchange Agent (or for Luxembourg Holders only,
the Luxembourg Exchange Agent) with respect to the Old Notes register the
transfer of such Old Notes into the name of the person withdrawing the tender,
(4) specify the name in which any such Old Notes are to be registered, if
different from that of the Depositor and (5) state that the Depositor is
withdrawing the election to have such Old Notes tendered. All questions as to
the validity, form and eligibility (including time of receipt) of such notices
will be determined by the Company, whose determination shall be final and
binding on all parties. Any Old Notes so withdrawn will be deemed not to have
been validly tendered for purposes of the Exchange Offer and no New Notes will
be issued with respect thereto unless the Old Notes so withdrawn are validly
retendered. Any Old Notes which have been tendered but which are not accepted
for exchange by the Company will be returned to the Holder thereof without cost
to such Holder as soon as practicable after withdrawal, rejection of tender or
termination of the Exchange Offer. In the case of Old Notes tendered by
book-entry transfer into the Exchange Agent's or the Luxembourg Exchange
Agent's, as appropriate, account at DTC, the Old Notes will be credited to an
account with DTC specified by the Holder. Properly withdrawn Old Notes may be
retendered by following one of the procedures described in the Prospectus under
"The Exchange Offer--Procedures for Tendering Old 6 7/8% Notes" at any time
prior to the Expiration Date.
6. SIGNATURES ON THE LETTER OF TRANSMITTAL; BOND POWERS AND ENDORSEMENTS.
If this Letter of Transmittal (or facsimile hereof) is signed by the
registered Holder(s) of the Old Notes tendered hereby, the signature must
correspond with the name(s) as written on the face of the Old Note without
alteration, enlargement or any change whatsoever. If any of the Old Notes
tendered hereby are owned of record by two or more joint owners, all such owners
must sign this Letter of Transmittal.
If a number of Old Notes registered in different names are tendered, it will
be necessary to complete, sign and submit as many copies of this Letter of
Transmittal as there are different registrations of Old Notes.
If this Letter of Transmittal (or facsimile hereof) is signed by the
registered Holder or Holders (which term, for the purposes described herein,
shall include a book-entry transfer facility whose name appears on a security
listing as the owner of the Old Notes) of Old Notes tendered and the certificate
or certificates for New Notes issued in exchange therefor is to be issued (or
any untendered principal amount of Old Notes to be reissued) to the registered
Holder, then such Holder need not and should not endorse any tendered Old Notes,
nor provide a separate bond power. In any other case, such
14
Holder must either properly endorse the Old Notes tendered or transmit a
properly completed separate bond power with this Letter of Transmittal with the
signatures on the endorsement or bond power guaranteed by an Eligible
Institution.
If this Letter of Transmittal (or facsimile hereof) is signed by a person
other than the registered Holder or Holders of any Old Notes listed, such Old
Notes must be endorsed or accompanied by appropriate bond powers in each case
signed as the name of the registered Holder or Holders appears on the Old Notes.
If this Letter of Transmittal (or facsimile hereof) or any Old Notes or bond
powers are signed by trustees, executors, administrators, guardians,
attorneys-in-fact, or officers of corporations or others acting in a fiduciary
or representative capacity, such persons should so indicate when signing, and
unless waived by the Company, evidence satisfactory to the Company of their
authority so to act must be submitted with this Letter of Transmittal.
Endorsement on Old Notes or signatures on bond powers required by this
Instruction 6 must be guaranteed by an Eligible Institution.
7. SPECIAL REGISTRATION AND DELIVERY INSTRUCTIONS.
Tendering Holders should indicate, in the applicable box or boxes, the name
and address to which New Notes or substitute Old Notes for principal amounts not
tendered or not accepted for exchange are to be issued or sent, if different
from the name and address of the person signing this Letter of Transmittal. In
the case of issuance in a different name, the taxpayer identification or social
security number of the person named must also be indicated.
8. U.S. BACKUP TAX WITHHOLDING AND INTERNAL REVENUE SERVICE FORM W-9.
Under the federal income tax laws, payments that may be made by the Company
on account of New Notes issued pursuant to the Exchange Offer may be subject to
backup withholding at the rate of 31%. In order to avoid such backup
withholding, each tendering Holder should complete and sign the Substitute Form
W-9 included in this Letter of Transmittal and either (a) provide the correct
taxpayer identification number ("TIN") and certify, under penalties of perjury,
that the TIN provided is correct and that (1) the Holder has not been notified
by the Internal Revenue Service (the "IRS") that the Holder is subject to backup
withholding as a result of failure to report all interest or dividends or
(2) the IRS has notified the Holder that the Holder is no longer subject to
backup withholding; or (b) provide an adequate basis for exemption. If the
tendering Holder has not been issued a TIN and has applied for one, or intends
to apply for one in the near future, such Holder should write "Applied For" in
the space provided for the TIN in Part I of the Substitute Form W-9, sign and
date the Substitute Form W-9 and sign the Certificate of Payee Awaiting Taxpayer
Identification Number. If "Applied For" is written in Part I, the Company (or
the Exchange Agent under the Indenture governing the New Notes) shall retain 31%
of payments made to the tendering Holder during the 60-day period following the
date of the Substitute Form W-9. If the Holder furnishes the Exchange Agent (or
for Luxembourg Holders only, the Luxembourg Exchange Agent) or the Company with
its TIN within 60 days after the date of the Substitute Form W-9, the Company,
the Exchange Agent (or for Luxembourg Holders only, the Luxembourg Exchange
Agent) shall remit such amounts retained during the 60-day period to the Holder
and no further amounts shall be retained or withheld from payments made to the
Holder thereafter. If, however, the Holder has not provided the Exchange Agent
(or for Luxembourg Holders only, the Luxembourg Exchange Agent) or the Company
with its TIN within such 60-day period, the Company, the Exchange Agent (or for
Luxembourg Holders only, the Luxembourg Exchange Agent) shall remit such
previously retained amounts to the IRS as backup withholding. In general, if a
Holder is an individual, the TIN is the social security number of such
individual. If the Exchange Agent (or for Luxembourg Holders only, the
Luxembourg Exchange Agent) or the Company are not provided with the correct TIN,
the Holder may be subject to a $50 penalty imposed by the IRS. Certain Holders
(including, among others, all corporations and certain foreign individuals) are
not
15
subject to these backup withholding and reporting requirements. In order for a
foreign individual to qualify as an exempt recipient, such Holder must submit a
statement (generally, IRS Form W-8), signed under penalties of perjury,
attesting to that individual's exempt status. For further information concerning
backup withholding and instructions for completing the Substitute Form W-9
(including how to obtain a taxpayer identification number if you do not have one
and how to complete the Substitute Form W-9 if Old Notes are registered in more
than one name), consult the enclosed Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9. Failure to complete the Substitute
Form W-9 will not, by itself, cause Old Notes to be deemed invalidly tendered,
but may require the Company, the Exchange Agent (or for Luxembourg Holders only,
the Luxembourg Exchange Agent) to withhold 31% of the amount of any payments
made on account of New Notes. Backup withholding is not an additional federal
income tax. Rather, the federal income tax liability of a person subject to
backup withholding will be reduced by the amount of tax withheld. If withholding
results in an overpayment of taxes, a refund may be obtained from the IRS.
9. TRANSFER TAXES.
Holders who tender their Old Notes for exchange will not be obligated to pay
any transfer taxes in connection therewith. If, however, certificates
representing New Notes or Old Notes for principal amounts not tendered or
accepted for exchange are to be delivered to, or are to be registered in the
name of, any person other than the registered Holder of the Old Notes tendered
hereby, or if tendered Old Notes are registered in the name of a person other
than the person signing this Letter of Transmittal, or if a transfer tax is
imposed for any reason other than the exchange of Old Notes pursuant to the
Exchange Offer, then the amount of any such transfer taxes (whether imposed on
the registered Holder or on any other persons) will be payable by the tendering
Holder. If satisfactory evidence of payment of such taxes or exemption therefrom
is not submitted with this Letter of Transmittal, the amount of such transfer
taxes will be billed directly to such tendering Holder. See the Prospectus under
"The Exchange Offer--Transfer Taxes."
Except as provided in this Instruction 9, it will not be necessary for
transfer tax stamps to be affixed to the Old Notes listed in this Letter of
Transmittal.
10. WAIVER OF CONDITIONS.
The Company reserves the right, in its sole discretion, to amend, waive or
modify specified conditions in the Exchange Offer in the case of any Old Notes
tendered.
11. MUTILATED, LOST, STOLEN OR DESTROYED OLD NOTES.
Any tendering Holder whose Old Notes have been mutilated, lost, stolen or
destroyed should contact the Exchange Agent (or for Luxembourg Holders only, the
Luxembourg Exchange Agent) at the address indicated herein for further
instructions.
12. REQUESTS FOR ASSISTANCE, COPIES.
Requests for assistance and requests for additional copies of the Prospectus
or this Letter of Transmittal may be directed to the Exchange Agent (or for
Luxembourg Holders only, to the Luxembourg Exchange Agent) at the address
specified in the Prospectus. Holders may also contact their broker, dealer,
commercial bank, trust company or other nominee for assistance concerning the
Exchange Offer.
16
(DO NOT WRITE IN SPACE BELOW)
CERTIFICATE SURRENDERED OLD NOTES TENDERED OLD NOTES ACCEPTED
Received
- ----------------------
Accepted by
- -------------------
Checked by
- --------------------
Delivery Prepared by
- -----------
Checked by
- --------------------
Date
- -------------------------
17
TO BE COMPLETED BY ALL TENDERING HOLDERS
(SEE INSTRUCTION 5)
PAYOR'S NAME: BANK ONE TRUST COMPANY, N.A.
SUBSTITUTE PART I--Taxpayer Identification ------------------------
FORM W-9 Number ("TIN"). Enter your TIN Social Security Number
DEPARTMENT OF THE in the appropriate box. For or
TREASURY INTERNAL individuals, this is your Social ------------------------
REVENUE SERVICE Security Number (SSN). For sole Employer Identification
REQUEST FOR TAXPAYER proprietors, see the Number
IDENTIFICATION NUMBER Instructions in the enclosed
AND CERTIFICATION Guidelines. For other entities,
it is your Employer
Identification Number (EIN). If
you do not have a number, see
how to get a TIN in the enclosed
Guidelines.
PART II--For Payees exempt for backup withholding. See Part II of
instructions in the enclosed Guidelines. NOTE: If the account is
in more than one name, see the chart on Page 2 of the enclosed
guidelines on whose number to enter.
PART III--CERTIFICATION--UNDER PENALTIES OF PERJURY, I CERTIFY
THAT:
(1) the number shown on this form is my correct Taxpayer
Identification Number (or I am waiting for a number to be
issued to me).
(2) I am not subject to backup withholding because: (a) I am
exempt from backup withholding, or (b) I have not been
notified by the Internal Revenue Service (the "IRS") that I am
subject to backup withholding as a result of a failure to
report all interest or dividends, or (c) the IRS has notified
me that I am no longer subject to backup withholding.
Signature ------------------- Date ----------------------
CERTIFICATION INSTRUCTIONS--You must cross out item 2 above if you have been notified by the IRS
that you are currently subject to backup withholding because of underreporting interest of
dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage
interest paid, the acquisition or abandonment of secured property, cancellation of debt,
contributions to an individual retirement arrangement (IRA), and general payments other than
interest and dividends, you are not required to sign the Certification, but you must provide your
correct TIN.
18
CERTIFICATION OF PAYEE AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify, under penalties of perjury, that a Taxpayer Identification Number
has not been issued to me, and that I mailed or delivered an application to
receive a Taxpayer Identification Number to the appropriate Internal Revenue
Service Center or Social Security Administration Office (or I intend to mail or
deliver an application in the near future). I understand that if I do not
provide a Taxpayer Identification Number to the payor, 31% of all payments made
to me on account of the New Notes shall be retained until I provide a Taxpayer
Identification Number within 60 days, such retained amounts shall be remitted to
the Internal Revenue Service as backup withholding and 31% of all reportable
payments made to me thereafter will be withheld and remitted to the Internal
Revenue Service until I provide a Taxpayer Identification Number.
Signature
- ------------------------------------------------- Date
- ------------------------
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF 31% OF ANY PAYMENTS MADE TO YOU ON ACCOUNT OF THE NEW NOTES. PLEASE
REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER
IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
19
OFFER TO EXCHANGE
U S WEST, INC.
U S WEST CAPITAL FUNDING, INC.
6 7/8% NOTES DUE AUGUST 15, 2001 WHICH HAVE BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
FOR ANY AND ALL
OUTSTANDING 6 7/8% NOTES DUE AUGUST 15, 2001
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME ON MARCH 15,
2000, UNLESS EXTENDED. TENDERS OF 6 7/8% NOTES DUE AUGUST 15, 2001 MAY ONLY BE
WITHDRAWN UNDER THE CIRCUMSTANCES DESCRIBED IN THE PROSPECTUS AND THE LETTER
OF TRANSMITTAL.
To Our Clients:
Enclosed for your consideration is a Prospectus dated February , 2000 (the
"Prospectus") and the related Letter of Transmittal (the "Letter of
Transmittal"), relating to the offer (the "Exchange Offer") of U S WEST, Inc.
("U S WEST") and U S WEST Capital Funding, Inc. (the "Company") to exchange up
to $1,150,000,000 aggregate principal amount of new 6 7/8% Notes due August 15,
2001, which will be freely transferable (the "New Notes"), for any and all
outstanding 6 7/8% Notes due August 15, 2001, which have certain transfer
restrictions (the "Old Notes"), upon the terms and subject to the conditions
described in the Prospectus and the related Letter of Transmittal. The Exchange
Offer is intended to satisfy certain obligations of the Company contained in the
Registration Rights Agreement dated August 20, 1999, between U S WEST, the
Company and the initial purchasers of the Old Notes.
This material is being forwarded to you as the beneficial owner of the Old
Notes carried by us for your account but not registered in your name. A TENDER
OF SUCH OLD NOTES MAY ONLY BE MADE BY US AS THE HOLDER OF RECORD AND PURSUANT TO
YOUR INSTRUCTIONS.
Accordingly, we request instructions as to whether you wish us to tender on
your behalf the Old Notes held by us for account, pursuant to the terms and
conditions set forth in the enclosed Prospectus and Letter of Transmittal.
Please forward your instructions to us as promptly as possible in order to
permit us to tender the Old Notes on your behalf in accordance with the
provisions of the Exchange Offer. The Exchange Offer will expire at 5:00 p.m.,
New York City time, on March 15, 2000 (the "Expiration Date"), unless extended
by the Company. Any Old Notes tendered pursuant to the Exchange Offer may be
withdrawn at any time before 5:00 p.m., New York City time, on the Expiration
Date.
Your attention is directed to the following:
1. The Exchange Offer is for any and all Old Notes.
2. The Exchange Offer is subject to certain conditions set forth in the
Prospectus in the section captioned "The Exchange Offer--Conditions of
the Exchange Offer."
3. The Exchange Offer expires at 5:00 p.m., New York City time, on the
Expiration Date, unless extended by the Company.
If you wish to have us tender your Old Notes, please so instruct us by
completing, executing and returning to us the instruction form on the back of
this letter.
THE LETTER OF TRANSMITTAL IS FURNISHED TO YOU FOR INFORMATION ONLY AND MAY
NOT BE USED DIRECTLY BY YOU TO TENDER OLD NOTES.
INSTRUCTIONS WITH RESPECT TO THE EXCHANGE OFFER
The undersigned acknowledge(s) receipt of this letter and the enclosed
materials referred to therein relating to the Exchange Offer made by the Company
with respect to the Old Notes.
This will instruct you to tender the Old Notes held by you for the account
of the undersigned, upon and subject to terms and conditions set forth in the
Prospectus and the related Letter of Transmittal.
Please tender the Old Notes held by you for the account of the undersigned
as indicated below:
AGGREGATE PRINCIPAL AMOUNT OF OLD NOTES
---------------------------------------
6 7/8% Notes due August 15, 2001............. -------------------------------------------
/ / Please do not tender any Old Notes held
by you for the account of the
undersigned.
Dated: , 2000 -------------------------------------------
-------------------------------------------
Signature(s)
-------------------------------------------
-------------------------------------------
-------------------------------------------
Please print name(s) here
-------------------------------------------
-------------------------------------------
Address(es)
-------------------------------------------
Area Code(s) and Telephone Number(s)
-------------------------------------------
Tax Identification or Social Security No(s).
NONE OF THE OLD NOTES HELD BY US FOR YOUR ACCOUNT WILL BE TENDERED UNLESS WE
RECEIVE WRITTEN INSTRUCTIONS FROM YOU TO DO SO. UNLESS A SPECIFIC CONTRARY
INSTRUCTION IS GIVEN IN THE SPACE PROVIDED, YOUR SIGNATURE(S) HEREON SHALL
CONSTITUTE AN INSTRUCTION TO US TO TENDER ALL THE OLD NOTES HELD BY US FOR YOUR
ACCOUNT.
2
OFFER TO EXCHANGE
U S WEST, INC.
U S CAPITAL FUNDING, INC.
6 7/8% NOTES DUE AUGUST 15, 2001
FOR ANY AND ALL
OUTSTANDING 6 7/8% NOTES DUE AUGUST 15, 2001
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME ON MARCH 15,
2000, UNLESS EXTENDED. TENDERS OF 6 7/8% NOTES DUE AUGUST 15, 2001 MAY ONLY BE
WITHDRAWN UNDER THE CIRCUMSTANCES DESCRIBED IN THE PROSPECTUS AND THE LETTER
OF TRANSMITTAL.
To: Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees:
U S WEST, Inc. ("U S WEST") and U S WEST Capital Funding, Inc. (the
"Company") hereby offer to exchange (the "Exchange Offer"), upon and subject to
the terms and conditions set forth in the Prospectus dated February , 2000
(the "Prospectus") and the enclosed Letter of Transmittal (the "Letter of
Transmittal"), up to $1,150,000,000 aggregate principal amount of new 6 7/8%
Notes due August 15, 2001, which will be freely transferable (the "New Notes"),
for any and all outstanding 6 7/8% Notes due August 15, 2001, which have certain
transfer restrictions (the "Old Notes"). The Exchange Offer is intended to
satisfy certain obligations of the Company contained in the Registration Rights
Agreement dated August 20, 1999, between U S WEST, the Company and the initial
purchasers of the Old Notes.
We are requesting that you contact your clients for whom you hold Old Notes
regarding the Exchange Offer. For your information and for forwarding to your
clients for whom you hold Old Notes registered in your name or in the name of
your nominee, or who hold Old Notes registered in their own names, we are
enclosing the following documents:
1. Prospectus dated February , 2000;
2. The Letter of Transmittal for your use and for the information of your
clients;
3. A Notice of Guaranteed Delivery to be used to accept the Exchange Offer
if certificates for Old Notes are not immediately available or time will
not permit all required documents to reach the principal exchange agent,
Bank One Trust Company, National Association (the "Exchange Agent") (or
for those clients that are Luxembourg holders ("Luxembourg Holders")
only, Kredietbank Luxembourgeoise S.A. (the "Luxembourg Exchange Agent"))
prior to the Expiration Date (as defined below) or if the procedure for
book-entry transfer cannot be completed on a timely basis;
4. A form of letter which may be sent to your clients for whose account you
hold Old Notes registered in your name or the name of your nominee, with
space provided for obtaining such clients' instructions with regard to
the Exchange Offer;
5. Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9; and
6. Return envelopes addressed to the Exchange Agent (or for Luxembourg
Holders only, to the Luxembourg Exchange Agent) for the Old Notes.
YOUR PROMPT ACTION IS REQUESTED. THE EXCHANGE OFFER WILL EXPIRE AT 5:00
P.M., NEW YORK CITY TIME, ON MARCH 15, 2000 (THE "EXPIRATION DATE"), UNLESS
EXTENDED BY THE COMPANY. ANY OLD NOTES TENDERED PURSUANT TO THE EXCHANGE OFFER
MAY BE WITHDRAWN AT ANY TIME BEFORE 5:00 P.M., NEW YORK CITY TIME, ON THE
EXPIRATION DATE.
1
To participate in the Exchange Offer, a duly executed and properly completed
Letter of Transmittal (or facsimile thereof), with any required signature
guarantees and any other required documents, must be sent to the Exchange Agent
(or for Luxembourg Holders only, to the Luxembourg Exchange Agent) and
certificates representing the Old Notes must be delivered to the Exchange Agent
(or for Luxembourg Holders only, to the Luxembourg Exchange Agent), all in
accordance with the instructions set forth in the Letter of Transmittal and the
Prospectus.
If holders of Old Notes wish to tender, but it is impracticable for them to
forward their certificates for Old Notes prior to the expiration of the Exchange
Offer or to comply with the book-entry transfer procedures on a timely basis, a
tender may be effected by following the guaranteed delivery procedures described
in the Prospectus under "The Exchange Offer--Guaranteed Delivery Procedures."
Any inquiries you may have with respect to the Exchange Offer or requests
for additional copies of the enclosed materials should be directed to the
Exchange Agent (or for Luxembourg Holders only, to the Luxembourg Exchange
Agent) for the Old Notes, at its address and telephone numbers set forth on the
front of the Letter of Transmittal.
Very truly yours,
U S WEST, Inc.
U S WEST Capital Funding, Inc.
NOTHING HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY
OTHER PERSON AS AN AGENT OF THE COMPANY, U S WEST, THE EXCHANGE AGENT OR THE
LUXEMBOURG EXCHANGE AGENT, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY
DOCUMENT OR MAKE ANY STATEMENTS ON BEHALF OF ANY OF THEM WITH RESPECT TO THE
EXCHANGE OFFER, EXCEPT FOR STATEMENTS EXPRESSLY MADE IN THE PROSPECTUS OR THE
LETTER OF TRANSMITTAL.
Enclosures
2
NOTICE OF GUARANTEED DELIVERY
FOR
6 7/8% NOTES DUE AUGUST 15, 2001
OF
U S WEST, INC.
U S WEST CAPITAL FUNDING, INC.
As set forth in the Prospectus dated February , 2000 (the "Prospectus") of
U S WEST, Inc. ("U S WEST") and U S WEST Capital Funding, Inc. (the "Company")
and in the Letter of Transmittal (the "Letter of Transmittal"), this form or a
form substantially equivalent to this form must be used to accept the Exchange
Offer (as defined below) if the certificates for the outstanding 6 7/8% Notes
due August 15, 2001 (the "Old Notes") of the Company and all other documents
required by the Letter of Transmittal cannot be delivered to the Exchange Agent
(as defined below) (or for Luxembourg Holders only, to the Luxembourg Exchange
Agent (as defined below)) by the expiration of the Exchange Offer or compliance
with book-entry transfer procedures cannot be effected on a timely basis. Such
form may be delivered by hand or transmitted by facsimile transmission, mail or
overnight courier to the Exchange Agent (or for Luxembourg Holders only, to the
Luxembourg Exchange Agent) no later than the Expiration Date, and must include a
signature guarantee by an eligible guarantor institution as set forth below.
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME ON MARCH 15,
2000 (THE "EXPIRATION DATE"), UNLESS EXTENDED. TENDERS OF 6 7/8% NOTES DUE
AUGUST 15, 2001 MAY ONLY BE WITHDRAWN UNDER THE CIRCUMSTANCES DESCRIBED IN THE
PROSPECTUS AND THE LETTER OF TRANSMITTAL.
TO: BANK ONE TRUST COMPANY, NATIONAL ASSOCIATION (THE PRINCIPAL "EXCHANGE
AGENT"),
OR FOR HOLDERS IN LUXEMBOURG ("LUXEMBOURG HOLDERS") ONLY,
KREDIETBANK LUXEMBOURGEOISE S.A. (THE "LUXEMBOURG EXCHANGE AGENT"):
BANK ONE TRUST COMPANY, NATIONAL ASSOCIATION
BY MAIL: BY HAND, OVERNIGHT MAIL OR COURIER:
Bank One Trust Company, National Association Bank One Trust Company, National Association
Attention: Exchanges Attention: Exchanges
Global Corporate Trust Services Global Corporate Trust Services
1 Bank One Plaza, One North State Street,
Mail Suite 1L 1-0122 9(th) Floor
Chicago, IL 60670-0122 Chicago, IL 60602
or or
Bank One Trust Company, National Association Bank One Trust Company, National Association
Attention: Exchanges Attention: Exchanges
Global Corporate Trust Services Global Corporate Trust Services
14 Wall Street, 8(th) Floor 14 Wall Street, 8(th) Floor
New York, NY 10005 New York, NY 10005
BY FACSIMILE: FOR INFORMATION OR CONFIRMATION
(312) 407-8853 BY TELEPHONE:
Attention: Exchanges (800) 524-9472
KREDIETBANK LUXEMBOURGEOISE S.A.
BY MAIL:
Kredietbank S.A. Luxembourgeoise
43 Boulevard Royal
L - 2955, Luxembourg
FOR INFORMATION OR CONFIRMATION
BY TELEPHONE:
(352) 47 97 39 35
BY FACSIMILE:
(352) 47 97 73 951
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OR TRANSMISSION TO A FACSIMILE
NUMBER OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY. THE
METHOD OF DELIVERY OF ALL DOCUMENTS, INCLUDING CERTIFICATES, IS AT THE RISK OF
THE HOLDER. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT
REQUESTED, PROPERLY INSURED, IS RECOMMENDED. YOU SHOULD READ THE INSTRUCTIONS
ACCOMPANYING THE LETTER OF TRANSMITTAL CAREFULLY BEFORE YOU COMPLETE THIS
GUARANTEED DELIVERY.
This Notice of Guaranteed Delivery is not to be used to guarantee
signatures. If a signature on a Letter of Transmittal is required to be
guaranteed by an eligible guarantor institution under the instructions thereto,
such signature must appear in the applicable space provided on the Letter of
Transmittal for Guarantee of Signature(s).
2
Ladies and Gentlemen:
The undersigned acknowledges receipt of the Prospectus and the related
Letter of Transmittal which describes the Company's offer (the "Exchange Offer")
to exchange $1,000 in principal amount of new 6 7/8% Notes due August 15, 2001
(the "New Notes") for each $1,000 in principal amount of Old Notes.
The undersigned hereby tenders to the Company the aggregate principal amount
of Old Notes set forth below on the terms and conditions set forth in the
Prospectus and the related Letter of Transmittal pursuant to the guaranteed
delivery procedures set forth in "The Exchange Offer--Guaranteed Delivery
Procedures" section in the Prospectus and the accompanying Letter of
Transmittal.
The undersigned understands that no withdrawal of a tender of Old Notes may
be made after 5:00 p.m., New York City time, on the Expiration Date. The
undersigned understands that for a withdrawal of a tender of Old Notes to be
effective, a written notice of withdrawal that complies with the requirements of
the Exchange Offer must be timely received by the Exchange Agent (or for
Luxembourg Holders only, the Luxembourg Exchange Agent) at its address specified
on the cover of this Notice of Guaranteed Delivery prior to 5:00 p.m., New York
City time, on the Expiration Date.
The undersigned understands that the exchange of Old Notes for New Notes
pursuant to the Exchange Offer will be made only after timely receipt by the
Exchange Agent (or for Luxembourg Holders only, the Luxembourg Exchange Agent)
of (1) such Old Notes (or book-entry confirmation of the transfer of such Old
Notes into the Exchange Agent's or the Luxembourg Exchange Agent's, as
appropriate, account at The Depository Trust Company ("DTC")) and (2) a Letter
of Transmittal (or facsimile thereof) with respect to such Old Notes, properly
completed and duly executed, with any required signature guarantees, this Notice
of Guaranteed Delivery and any other documents required by the Letter of
Transmittal or a properly transmitted Agent's Message. The term "Agent's
Message" means a message transmitted by DTC to, and received by, the Exchange
Agent or the Luxembourg Exchange Agent, as appropriate, and forming part of the
confirmation of a book-entry transfer, which states that DTC has received an
express acknowledgment from a participant in DTC tendering the Old Notes and
that such participant has received the Letter of Transmittal and agrees to be
bound by the terms of the Letter of Transmittal and the Company may enforce such
agreement against such participant.
All authority conferred or agreed to be conferred by this Notice of
Guaranteed Delivery shall not be affected by, and shall survive, the death or
incapacity of the undersigned, and every obligation of the undersigned under
this Notice of Guaranteed Delivery shall be binding on the heirs, executors,
administrators, trustees in bankruptcy, personal and legal representatives,
successors and assigns of the undersigned.
3
PLEASE COMPLETE
If Old Notes will be delivered by book-entry
transfer at DTC, insert Depository Account
Principal Amount of Old Notes Tendered: No.:
- ------------------------------------------- -------------------------------------------
Certificate No.(s) of Old Notes (if
available):
- -------------------------------------------
4
PLEASE SIGN AND PRINT NAME(S) AND ADDRESS(ES)
Signature(s) of Registered Holder(s) or Name(s) of Registered Holder(s)
Authorized Signatory:
- ------------------------------------------- -------------------------------------------
- ------------------------------------------- -------------------------------------------
- ------------------------------------------- -------------------------------------------
Date: Address(es): -------------------------------
- ------------------------------------------- -------------------------------------------
Area Code and Telephone No.:
-------------------------------------------
This Notice of Guaranteed Delivery must be signed by the registered
holder(s) of Old Notes exactly as its (their) name(s) appear on certificates for
Old Notes or on a security position listing as the owner of Old Notes, or by
person(s) authorized to become registered holder(s) by endorsements and
documents transmitted with this Notice of Guaranteed Delivery. If signature is
by a trustee, executor, administrator, guardian, attorney-in-fact, officer or
other person acting in a fiduciary or representative capacity, such person must
provide the following information.
Name(s):
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Capacity:
- --------------------------------------------------------------------------------
Address(es):
- -------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
DO NOT SEND OLD NOTES WITH THIS FORM. OLD NOTES SHOULD BE SENT TO THE EXCHANGE
AGENT (OR FOR LUXEMBOURG HOLDERS ONLY, TO THE LUXEMBOURG EXCHANGE AGENT)
TOGETHER WITH A PROPERLY COMPLETED AND DULY EXECUTED LETTER OF TRANSMITTAL.
5
GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a member firm of a registered national securities exchange
or of the National Association of Securities Dealers, Inc. or a commercial bank
or trust company having an office or a correspondent in the United States, or
otherwise an "eligible guarantor institution" within the meaning of
Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), hereby (1) represents that each holder of Old Notes on whose
behalf this tender is being made "own(s)" the Old Notes covered hereby within
the meaning of Rule 13d-3 under the Exchange Act (2) represents that such tender
of Old Notes complies with Rule 14e-4 of the Exchange Act and (3) guarantees
that, within five New York Stock Exchange trading days after the date of signing
of the Notice of Guaranteed Delivery, a properly completed and duly executed
Letter of Transmittal (or a facsimile thereof), together with certificates
representing the Old Notes covered hereby in proper form for transfer (or
confirmation of the book-entry transfer of such Old Notes into the Exchange
Agent's or the Luxembourg Exchange Agent's, as appropriate, account at DTC,
pursuant to the procedure for book-entry transfer set forth in the Prospectus)
and required documents will be deposited by the undersigned with the Exchange
Agent (or for Luxembourg Holders only, the Luxembourg Exchange Agent).
The undersigned acknowledges that it must deliver the Letter of Transmittal
and Old Notes tendered hereby to the Exchange Agent (or for Luxembourg Holders
only, to the Luxembourg Exchange Agent) within the time period set forth above
and the failure to do so could result in financial loss to the undersigned.
- --------------------------------------------------------------------------------
Name of Firm
- --------------------------------------------------------------------------------
Address
Area Code and Telephone No:
- ------------------------------------------------------------
- --------------------------------------
Authorized Signature
- --------------------------------------
Title
Name:
- --------------------------------------
(Please Type or Print)
Dated:
- --------------------------------------
PLEASE DO NOT SEND CERTIFICATES FOR OLD NOTES WITH THIS FORM. CERTIFICATES FOR
OLD NOTES SHOULD ONLY BE SENT WITH YOUR LETTER OF TRANSMITTAL.
6
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE
PAYER.--Social Security numbers have nine digits separated by two hyphens: i.e.,
000-00-0000. Employer identification numbers have nine digits separated by only
one hyphen: i.e., 00-0000000. The table below will help determine the number to
give the payer.
- -------------------------------------------------------------------------------
FOR THIS TYPE OF ACCOUNT: GIVE THE SOCIAL SECURITY
NUMBER OF:
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
GIVE THE EMPLOYER
FOR THIS TYPE OF ACCOUNT: IDENTIFICATION
NUMBER OF:
- -------------------------------------------------------------------------------
1. An individual's account The individual
2. Two or more individuals The actual owner of the
(joint account) account or, if combined
funds, the first
individual on the
account(1)
3. Husband and wife (joint The actual owner of the
account) account or, if joint
funds, the first
individual on the
account(1)
4. Custodian account of a minor The minor(2)
(Uniform Gift to Minors Act)
5. Adult and minor (joint The adult or, if the
account) minor is the only
contributor, the
minor(1)
6. Account in the name of The ward, minor, or
guardian or committee for a incompetent person(3)
designated ward, minor, or
incompetent person
7. (a) The usual revocable The grantor-trustee(1)
savings trust account
(grantor is also
trustee)
(b) So-called trust account The actual owner(1)
that is not a legal or
valid trust under State
law
8. Sole proprietorship account The owner(4)
9. A valid trust, estate, or The legal entity (Do not
pension trust furnish the identifying
number of the personal
representative or
trustee unless the legal
entity itself is not
designated in the
account title.)(5)
10. Corporate account The corporation
11. Religious, charitable, or The organization
educational organization
account
12. Partnership account held in The partnership
the name of the business
13. Association, club, or other The organization
tax-exempt organization
14. A broker or registered The broker or nominee
nominee
15. Account with the Department The public entity
of Agriculture in the name of
a public entity (such as a
State or local government,
school district, or prison)
that receives agricultural
program payments
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
(1) List first and circle the name of the person whose number you furnish.
(2) Circle the minor's name and furnish the minor's social security number.
(3) Circle the ward's, minor's or incompetent person's name and furnish such
person's social security number.
(4) Show the name of the owner.
(5) List first and circle the name of the legal trust, estate, or pension trust.
NOTE: If no name is circled when there is more than one name, the number will be
considered to be that of the first name listed.
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
PAGE 2
OBTAINING A NUMBER
If you don't have a taxpayer identification number or you don't know your
number, obtain Form SS-5, Application for a Social Security Number Card (for
individuals), or Form SS-4, Application for Employer Identification Number (for
businesses and all other entities), at the local office of the Social Security
Administration or the Internal Revenue Service and apply for a number.
PAYEES EXEMPT FROM BACKUP WITHHOLDING
Payees specifically exempted from backup withholding on ALL payments include the
following (Section references are to the Internal Revenue Code):
- A corporation.
- A financial institution.
- An organization exempt from tax under section 501(a), or an individual
retirement plan, or a custodial account under Section 403(b)(7).
- The United States or any agency or instrumentality thereof.
- A State, the District of Columbia, a possession of the United States, or
any subdivision or instrumentality thereof.
- A foreign government, a political subdivision of a foreign government, or
any agency or instrumentality thereof.
- An international organization or any agency, or instrumentality thereof.
- A registered dealer in securities or commodities registered in the U.S. or
a possession of the U.S.
- A real estate investment trust.
- A common trust fund operated by a bank under section 584(a).
- An exempt charitable remainder trust, or a non-exempt trust described in
section 4947(a)(1).
- An entity registered at all times under the Investment Company Act of
1940.
- A foreign central bank of issue.
Payments of dividends and patronage dividends not generally subject to backup
withholding include the following:
- Payments to nonresident aliens subject to withholding under section 1441.
- Payments to partnerships not engaged in a trade or business in the U.S.
and which have at least one nonresident partner.
- Payments of patronage dividends where the amount received is not paid in
money.
- Payments made by certain foreign organizations.
- Payments made to a nominee.
Payments of interest not generally subject to backup withholding include the
following:
- Payments of interest on obligations issued by individuals.
NOTE: You may be subject to backup withholding if this interest is $600
or more and is paid in the course of the payer's trade or business and
you have not provided your correct taxpayer identification number to the
payer.
- Payments of tax-exempt interest (including exempt-interest dividends under
section 852).
- Payments described in section 6049(b)(5) to nonresident aliens.
- Payments on tax-free government bonds under section 1451.
- Payments made by certain foreign organizations.
- Payments made to a nominee.
Exempt payees described above should file a Substitute Form W-9 to avoid
possible erroneous backup withholding.
FILE THIS FORM WITH THE PAYER, FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER,
WRITE "EXEMPT" ON THE FACE OF THE FORM, SIGN AND DATE THE FORM AND RETURN IT TO
THE PAYER.
Certain payments other than interest, dividends, and patronage dividends, that
are not subject to information reporting are also not subject to backup
withholding. For details, see sections 6041, 6041A(a), 6042, 6044, 6045, 6049,
6050A, and 6050N, and the regulations under those sections.
PRIVACY ACT NOTICE. Section 6109 requires most recipients of dividend,
interest, or other payments to give taxpayer identification numbers to payers
who must report the payments to IRS. The IRS uses the numbers for identification
purposes and to help verify the accuracy of tax returns. Payers must be given
the numbers whether or not recipients are required to file a tax return. Payers
must generally withhold 31% of taxable interest, dividend, and certain other
payments to a payee who does not furnish a taxpayer identification number to a
payer. Certain penalties may also apply.
PENALTIES
(1) PENALTY FOR FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER.--If you fail
to furnish your taxpayer identification number to a payer, you are subject
to a penalty of $50 for each such failure unless your failure is due to
reasonable cause and not to willful neglect.
(2) FAILURE TO REPORT CERTAIN DIVIDEND AND INTEREST PAYMENTS.--If you fail to
include any portion of an includible payment for interest, dividends or
patronage dividends in gross income, such failure is strong evidence of
negligence. If negligence is shown, you will be subject to a penalty of 20%
on any portion of an underpayment attributable to that failure.
(3) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING.--If you
make a false statement with no reasonable basis which results in no
imposition of backup withholding, you are subject to a penalty of $500.
(4) CRIMINAL PENALTY FOR FALSIFYING INFORMATION.--Willfully falsifying
certifications or affirmations may subject you to criminal penalties
including fines and/or imprisonment.
FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE
SERVICE.