--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR 12(G) OF THE
SECURITIES EXCHANGE ACT OF 1934
U S WEST FINANCING I U S WEST, INC.
(Exact Name of Registrant as (Exact Name of Registrant as
Specified in its Charter) Specified in its Charter)
DELAWARE COLORADO
(State of Incorporation (State of Incorporation
or Organization) or Organization)
84-6283245 84-0926774
(IRS Employer (IRS Employer
Identification No.) Identification No.)
------------------------
7800 EAST ORCHARD ROAD
ENGLEWOOD, COLORADO 80111
(Address and zip code of principal
executive offices of both registrants)
Securities to be registered pursuant to Section 12(b) of the Securities Exchange
Act of 1934:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH
TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED
---------------------------------- ------------------------------
Trust Originated Preferred New York Stock Exchange
Securities (liquidation amount $25
per Preferred Security) of
U S WEST Financing I
Guarantee for the benefit of New York Stock Exchange
holders of Trust Originated
Preferred Securities by
U S WEST, Inc.
Securities to be registered pursuant to Section 12(g) of the Securities Exchange
Act of 1934:
None.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
ITEM 1. DESCRIPTION OF REGISTRANTS' SECURITIES TO BE REGISTERED.
For a full description of the Trust Originated Preferred Securities (the
"Preferred Securities") of U S WEST Financing I ("U S WEST Financing") and the
guarantee (the "Guarantee") of U S WEST, Inc. ("U S WEST") being registered
hereby, reference is made to (i) the information contained under the captions
"Description of the Preferred Securities" and "Description of the Preferred
Securities Guarantees" in the Prospectus (the "Prospectus") which forms part of
the Registration Statement on Form S-3 (33-57889) filed by U S WEST Financing, U
S WEST Financing II, U S WEST Financing III, U S WEST and U S WEST Capital
Funding, Inc. with the Securities and Exchange Commission on March 1, 1994,
under the Securities Act of 1933, as amended, which Registration Statement was
amended by Amendment No. 1 to the Registration Statement on Form S-3, filed with
the Securities and Exchange Commission on May 1, 1995, and declared effective by
the Securities and Exchange Commission on May 2, 1995. (such Registration
Statement, as amended, is referred to herein as the "Registration Statement")
and (ii) the information contained under the captions "Description of the
Preferred Securities" and "Effect of Obligations under the Subordinated Debt
Securities, the Debt Guarantee and the Preferred Securities Guarantee" in the
Prospectus Supplement to the Prospectus covering the Preferred Securities (the
"Prospectus Supplement"), which forms a part of the Registration Statement. The
information contained in the Registration Statement, Prospectus and Prospectus
Supplement is incorporated herein by reference.
ITEM 2. EXHIBITS.
2-A Certificate of Trust of U S WEST Financing I (incorporated herein by reference to
Exhibit 4-A to the Registration Statement).
2-B Form of Amended and Restated Declaration of Trust (incorporated herein by reference
to Exhibit 4-D to the Registration Statement).
2-C Form of Indenture among U S WEST, U S WEST Capital Funding, Inc. and Norwest Bank
Minnesota, National Association, as Trustee (incorporated herein by reference to
Exhibit 4-E to the Registration Statement).
2-D Form of Supplemental Indenture to Indenture (incorporated herein by reference to
Exhibit 4-F to the Registration Statement).
2-E Form of specimen Preferred Security (included in Exhibit 2-B above).
2-F Form of Subordinated Deferrable Interest Note due 2025 of U S WEST Capital Funding,
Inc. and guarantee by U S WEST (included in Exhibit 2-D above).
2-G Form of Guarantee (incorporated herein by reference to Exhibit 4-I to the
Registration Statement).
2
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the Registrants have duly caused this Registration Statement to be signed
on their behalf by the undersigned, thereunto duly authorized.
Dated: August 28, 1995.
U S WEST FINANCING I
By: /s/ CHARLES J. BURDICK
-----------------------------------
Charles J. Burdick, Trustee
By: /s/ ROGER FOX
-----------------------------------
Roger Fox, Trustee
U S WEST, INC.
By: /s/ STEPHEN E. BRILZ
-----------------------------------
Stephen E. Brilz, Assistant
Secretary
3