LETTER OF TRANSMITTAL AND CONSENT
RELATING TO TENDER OF AND CONSENTS WITH RESPECT TO
U S WEST FINANCING I
7.96% TRUST ORIGINATED PREFERRED SECURITIES-SM- ("TOPRS-SM-")
(CUSIP 90388D204)
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THE SERIES I OFFER AND RELATED WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M.,
NEW YORK CITY TIME, ON , , 1998, UNLESS EXTENDED.
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THE EXCHANGE AGENT FOR THE SERIES I OFFER AND THE SERIES II OFFER IS:
FIRST CHICAGO TRUST COMPANY OF NEW YORK
IF BY MAIL: IF BY HAND: IF BY OVERNIGHT DELIVERY:
First Chicago Trust Company First Chicago Trust Company First Chicago Trust Company
of New York of New York of New York
Tenders & Exchanges Tenders & Exchanges Tenders & Exchanges
Suite 4660 c/o the Depository Trust Suite 4680
P.O. Box 2569 Company 14 Wall Street, 8th Floor
Jersey City, New Jersey 55 Water Street, DTC TAD New York, New York
07303-2569 Vietnam Veterans Memorial Plaza 10005
New York, New York 10041
IF BY FACSIMILE TRANSMISSION:
(For Eligible Institutions only)
(201) 222-4720
or
(201) 222-4721
FACSIMILE CONFIRMATION NUMBER:
(201) 222-4707
DELIVERY OF THIS LETTER OF TRANSMITTAL AND CONSENT (THE "LETTER OF
TRANSMITTAL") OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID
DELIVERY.
THIS LETTER OF TRANSMITTAL IS TO BE USED BY BOTH (1) HOLDERS OF OLD SERIES I
PREFERRED SECURITIES WHO ARE TENDERING PURSUANT TO THE OFFER AND (2) HOLDERS OF
OLD SERIES I PREFERRED SECURITIES WHO ARE ONLY CONSENTING TO THE PROPOSED
AMENDMENTS AND NOT TENDERING THEIR SECURITIES.
ANY HOLDER OF OLD SERIES I PREFERRED SECURITIES WHO HAS ANY QUESTIONS AS TO
HOW TO COMPLETE THIS LETTER OF TRANSMITTAL SHOULD CONTACT BEACON HILL PARTNERS,
INC., THE INFORMATION AGENT, AT (800) 787-3120 (TOLL FREE) AND FOR BANKS AND
BROKERS (212) 843-8500.
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-SM- "Trust Originated Preferred Securities and "TOPrS" are services marks of
Merrill Lynch & Co.
THE INSTRUCTIONS PERTAINING TO THIS LETTER OF TRANSMITTAL, WHICH BEGIN ON
THE FOLLOWING PAGE, SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL
AND CONSENT IS COMPLETED.
This Letter of Transmittal relates to the offer by U S WEST Capital Funding,
Inc. ("Capital Funding") to exchange 7.96% Trust Originated Preferred Securities
(the "Old Series I Preferred Securities") of U S WEST Financing I (the "Old
Series I Trust") for either (i) an equal amount of % Trust Originated
Preferred Securities (the "New Series I Preferred Securities") of MediaOne
Finance Trust I or cash (the "Series I Offer"). The Series I Offer is being made
upon the terms and subject to the conditions set forth in the accompanying
Prospectus, dated May , 1998 (as amended or supplemented and including the
documents incorporated therein by reference, the "Prospectus") and this Letter
of Transmittal. Capitalized terms used and not defined herein have the meanings
ascribed to them in the Prospectus.
Unless an Agents Message is utilized, this Letter of Transmittal is to be
completed for tenders of Old Series I Preferred Securities made by book-entry
transfer by participants ("DTC Participants") of the Depository Trust Company
("DTC") into the account of First Chicago Trust Company of New York, as Exchange
Agent (the "Exchange Agent"), at DTC pursuant to the procedures described under
"Chapter 3: The Offers And Consent Solicitation--The Offers--Procedures for
Tendering" in the Prospectus. Holders of Old Series I Preferred Securities who
tender Old Series I Preferred Securities by book-entry transfer are referred to
herein as "Book-Entry holders."
This Letter of Transmittal is also to be completed by DTC Participants
acting on behalf of beneficial owners who have elected not to tender their Old
Series I Preferred Securities pursuant to the Offer but have elected to consent
to the Proposed Amendments (as defined in the Prospectus) pursuant to the
procedures described under "Chapter 3: The Offers And Consent Solicitation--The
Consent Solicitation Procedures for Consenting" in the Prospectus.
HOLDERS OF OLD SERIES I PREFERRED SECURITIES AS OF MAY 6, 1998 (THE "RECORD
DATE") WHO VALIDLY TENDER THEIR OLD SERIES I PREFERRED SECURITIES WILL BE DEEMED
TO HAVE GIVEN THEIR CONSENT WITH RESPECT TO SUCH OLD SERIES I PREFERRED
SECURITIES TO THE PROPOSED AMENDMENTS.
HOLDERS OF OLD SERIES I PREFERRED SECURITIES WHO PURCHASE OR WHOSE PURCHASE
SETTLES OR IS RECORDED AFTER THE CLOSE OF BUSINESS ON THE RECORD DATE WILL HAVE
THE RIGHT TO TENDER THEIR OLD SERIES I PREFERRED SECURITIES IN THE OFFER BUT
WILL NOT HAVE THE RIGHT TO PROVIDE CONSENTS.
HOLDERS OF OLD SERIES I PREFERRED SECURITIES AS OF THE RECORD DATE WILL BE
PERMITTED TO PROVIDE THEIR CONSENTS TO THE PROPOSED AMENDMENTS EVEN IF THEY DO
NOT TENDER THEIR OLD SERIES I PREFERRED SECURITIES.
THIS LETTER OF TRANSMITTAL RELATES ONLY TO THE OLD SERIES I PREFERRED
SECURITIES AND MAY NOT BE USED FOR THE OLD SERIES II PREFERRED SECURITIES.
COPIES OF THE LETTER OF TRANSMITTAL RELATING TO THE OLD SERIES II PREFERRED
SECURITIES MAY BE OBTAINED FROM THE INFORMATION AGENT OR THE EXCHANGE AGENT AT
THEIR RESPECTIVE ADDRESSES OR TELEPHONE NUMBERS SET FORTH ON PAGE 1 HEREOF.
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