AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 5, 1998
REGISTRATION NO. 333-50227
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2 TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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U S WEST, INC. (to be renamed
"MediaOne Group, Inc.") DELAWARE 4841 84-0926774
MEDIAONE GROUP FUNDING, INC. DELAWARE 4841 APPLIED FOR
MEDIAONE FINANCE TRUST I DELAWARE 4841 APPLIED FOR
MEDIAONE FINANCE TRUST II DELAWARE 4841 APPLIED FOR
(Exact name of Registrant as (State or other Jurisdiction (Primary Standard (I.R.S. Employer
Specified in its Charter) of Industrial Code Number) Identification
Incorporation or Number)
Organization)
7800 EAST ORCHARD ROAD
ENGLEWOOD, COLORADO 80111
(303) 793-6500
(Address, including ZIP code, and telephone number, including
area code, of each registrants' principal executive offices)
STEPHEN E. BRILZ, ESQ.
U S WEST, INC.
7800 EAST ORCHARD ROAD
ENGLEWOOD, COLORADO 80111
(303) 793-6500
(Name, address, including ZIP code, and telephone number, including
area code, of agent for service)
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COPIES TO:
DENNIS J. BLOCK, ESQ.
WEIL, GOTSHAL & MANGES LLP
767 FIFTH AVENUE
NEW YORK, NEW YORK 10153
(212) 310-8000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
Upon consummation of the Offers described herein.
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If the securities being registered on this form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. / /
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THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law (the "DGCL") permits the
board of directors of each of U S WEST and MediaOne Funding to indemnify any
person against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with any threatened, pending or completed action, suit or proceeding in which
such person is made a party by reason of his being or having been a director,
officer, employee or agent of U S WEST or MediaOne Funding, as the case may be,
in terms sufficiently broad to permit such indemnification under certain
circumstances for liabilities (including reimbursement for expenses incurred)
arising under the Securities Act of 1933, as amended (the "Securities Act"). The
statute provides that indemnification pursuant to its provisions is not
exclusive of other rights of indemnification to which a person may be entitled
under any bylaw, agreement, vote of stockholders or disinterested directors, or
otherwise.
The Certificate of Incorporation and Bylaws of each of U S WEST and MediaOne
Funding provides for indemnification of its directors and officers to the
fullest extent permitted by law.
As permitted by section 102 of the DGCL, the Certificate of Incorporation of
each of U S WEST and MediaOne Funding eliminates a person's liability to U S
WEST or MediaOne Funding, as the case may be, or its stockholders for monetary
damages for breach of fiduciary duty as a director, including without limitation
for serving on a committee of the board of directors of U S WEST or MediaOne
Funding; provided, however, that the foregoing does not eliminate or limit
liability (i) for any breach of the director's duty of loyalty to U S WEST or
MediaOne Funding or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(iii) under section 174 of the DGCL or (iv) for any transaction from which the
director derived an improper personal benefit.
The Declaration of each of New Trust provides that no New Regular Trustee,
affiliate of any New Regular Trustee, or any officers, directors, shareholders,
members, partners, employees, representatives or agents of any New Regular
Trustee, or any employee or agent of such New Trust or its affiliates (each an
"Indemnified Person") shall be liable, responsible or accountable in damages or
otherwise to such New Trust or any employee or agent of the trust or its
affiliates for any loss, damage or claim incurred by reason of any act or
omission performed or omitted by such Indemnified Person in good faith on behalf
of such New Trust and in a manner such Indemnified Person reasonably believed to
be within the scope of the authority conferred on such Indemnified Person by
such Declaration or by law, except that an Indemnified Person shall be liable
for any such loss, damage or claim incurred by reason of such Indemnified
Person's gross negligence or willful misconduct with respect to such acts or
omission.
The Declaration of each New Trust also provides that to the fullest extent
permitted by applicable law, U S WEST shall indemnify and hold harmless each
Indemnified Person from and against any loss, damage or claim incurred by such
Indemnified Person by reason of any act or omission performed or omitted by such
Indemnified Person in good faith on behalf of such New Trust and in a manner
such Indemnified Person reasonably believed to be within the scope of authority
conferred on such Indemnified Person by such Declaration, except that no
Indemnified Person shall be entitled to be indemnified in respect of any loss,
damage or claim incurred by such Indemnified Person by reason of gross
negligence or willful misconduct with respect to such act or omissions. The
Declaration of each New Trust further provides that, to the fullest extent
permitted by applicable law, expenses (including legal fees) incurred by an
Indemnified Person in defending any claim, demand, action, suit or proceeding
shall, from time to time, be advanced by U S WEST prior to the final disposition
of such claim, demand, action, suit or proceeding upon receipt by of an
undertaking by or on behalf of the
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Indemnified Person to repay such amount if it shall be determined that the
Indemnified Person is not entitled to be indemnified for the underlying cause of
action as authorized by such Declaration.
The directors and officers of U S WEST, MediaOne Funding and the New Regular
Trustees of each New Trust are covered by insurance policies indemnifying
against certain liabilities, including certain liabilities arising under the
Securities Act, which might be incurred by them in such capacities and against
which they cannot be indemnified by U S WEST, MediaOne Funding and the New
Trusts.
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
Exhibits identified in parentheses below are on file with the Securities and
Exchange Commission and are incorporated herein by reference to such previous
filings. All other exhibits are provided as part of this electronic
transmission.
(2-A) -- Form of Separation Agreement between U S WEST, Inc. (to be renamed MediaOne
Group, Inc.) and USW-C, Inc. (to be renamed "U S WEST, Inc") (incorporated
by reference to Exhibit 2-A to Registration Statement on Form S-4 of USW-C,
Inc., File No. 333-45765)
(3-A) -- Restated Certificate of Incorporation of U S WEST, Inc. (to be renamed
"MediaOne Group, Inc.") (incorporated by reference to Annex A-2 to
Prospectus included in Registration Statement on Form S-4 of USW-C, Inc.,
File No. 333-45765)
*3-B -- Certificate of Incorporation of MediaOne Group Funding, Inc.
*3-C -- Bylaws of U S WEST, Inc. (to be renamed "MediaOne Group, Inc.")
*3-D -- Bylaws of MediaOne Group Funding, Inc.
*3-E -- Certificate of Trust of MediaOne Finance Trust I
*3-F -- Certificate of Trust of MediaOne Finance Trust II
*4-A -- Form of Amended and Restated Declaration of Trust of MediaOne Finance Trust
I
*4-B -- Form of Amended and Restated Declaration of Trust of MediaOne Finance Trust
II
*4-C -- Form of Indenture among MediaOne Group Funding, Inc., U S WEST, Inc. (to be
renamed "MediaOne Group, Inc.") and Norwest Bank Minnesota, National
Association, as Trustee.
*4-D -- Form of First Supplemental Indenture with respect to the Debt Securities to
be issued to MediaOne Finance Trust I
*4-E -- Form of Second Supplemental Indenture with respect to the Debt Securities to
be issued to MediaOne Finance Trust II
*4-F -- Form of Preferred Security of MediaOne Finance Trust I (included in Exhibit
4-A)
*4-G -- Form of Preferred Security of MediaOne Finance Trust II (included in Exhibit
4-B)
*4-H -- Form of Debt Security and Debt Guarantee to be issued to MediaOne Finance
Trust I (included in Exhibit 4-D)
*4-I -- Form of Debt Security and Debt Guarantee to be issued to MediaOne Finance
Trust II (included in Exhibit 4-E)
*4-J -- Form of Preferred Securities Guarantee for MediaOne Finance Trust I
*4-K -- Form of Preferred Securities Guarantee for MediaOne Finance Trust II
*5-A -- Opinion of Morris, Nichols, Arsht & Tunnell
*5-B -- Opinion of Weil, Gotshal & Manges LLP
*8-A -- Tax Opinion of Weil, Gotshal & Manges LLP
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(12-A) -- Computation of Ratio of Earnings to Fixed Charges and Ratio of Earnings to
Combined Fixed Charges and Preferred Stock Dividends (incorporated by
reference to Exhibit 12 to U S WEST's Annual Report on Form 10-K for the
year ended December 31, 1997 (as amended by form 10-K/A filed on April 13,
1998), File No. 1-8611)
*23-A -- Consent of Arthur Andersen LLP
*23-B -- Consent of Coopers & Lybrand L.L.P.
*23-C -- Consent of Morris, Nichols, Arsht & Tunnell (included in Exhibit 5-A)
*23-D -- Consent of Weil, Gotshal & Manges LLP (included in Exhibits 5-B and 8-A)
*24-A -- Powers of Attorney
*25-A -- Statement of Eligibility under the Trust Indenture Act of 1939, as amended,
of Norwest Bank Minnesota, National Association, as Trustee under the
Indenture
*25-B -- Statement of Eligibility under the Trust Indenture Act of 1939, as amended,
of The First National Bank of Chicago, as Property Trustee under the
Declaration of Trust of MediaOne Finance Trust I
*25-C -- Statement of Eligibility under the Trust Indenture Act of 1939, as amended,
of The First National Bank of Chicago, as Trustee under the Preferred
Securities Guarantee for MediaOne Finance Trust I
*25-D -- Statement of Eligibility under the Trust Indenture Act of 1939, as amended,
of The First National Bank of Chicago, as Property Trustee under the
Declaration of Trust of MediaOne Finance Trust II
*25-E -- Statement of Eligibility under the Trust Indenture Act of 1939, as amended,
of The First National Bank of Chicago, as Trustee under the Preferred
Securities Guarantee for MediaOne Finance Trust II
99-A -- Form of Letter of Transmittal and Consent
*99-B -- Form of Notice of Guaranteed Delivery
*99-C -- Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and
other Nominees
99-D -- Form of Letter to Clients
*99-E -- Question and Answer Pamphlet
*99-F -- Tombstone Advertisement
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* Previously filed.
ITEM 22. UNDERTAKINGS.
The Registrants hereby undertake:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) to reflect in the prospectus any facts or events arising after the
effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this
Registration Statement;
(iii) to include any material information with respect to the Offers not
previously disclosed in this Registration Statement or any material change
to such information in this Registration Statement;
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provided, however, that the undertakings set forth in paragraphs (1)(i) and
(1)(ii) above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed by the Registrants pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") that are
incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new Registration
Statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(4) That, for purposes of determining any liability under the Securities
Act, each filing of the Registrant's Annual Report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act (and where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the Exchange
Act) that is incorporated by reference in this Registration Statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(5) That prior to any public reoffering of the securities registered
hereunder through use of a prospectus which is a part of this Registration
Statement, by any person or party who is deemed to be an underwriter within the
meaning of Rule 145(c), the Registrant undertakes that such reoffering
prospectus will contain the information called for by the applicable
registration form with respect to reofferings by persons who may be deemed
underwriters, in addition to the information called for by the other items of
the applicable form.
(6) That every prospectus: (i) that is filed pursuant to paragraph (5)
immediately preceding, or (ii) purports to meet the requirements of Section
10(a)(3) of the Securities Act and is used in connection with an offering of
securities subject to Rule 415, will be filed as a part of an amendment to the
registration statement and will not be used until such amendment is effective,
and that, for purposes of determining any liability under the Securities Act,
each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(7) To respond to requests for information that is incorporated by reference
into the prospectus pursuant to Item 4, 10(b), 11 or 13 of this form, within one
business day of receipt of such request, and to send the incorporated documents
by first class mail or other equally prompt means. This includes information
contained in documents filed subsequent to the effective date of this
Registration Statement through the date of responding to the request.
(8) To supply by means of a post-effective amendment all information
concerning a transaction, and the company being acquired involved therein, that
was not the subject of and included in the registration statement when it became
effective.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrants pursuant to the provisions referred to in Item 15 (other than the
insurance policies referred to therein), or otherwise, the Registrants have been
advised that, in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the respective Registrant of
expenses incurred or paid by a director, officer or controlling person of such
Registrant in the successful defense of any action, suit or proceeding) is
asserted against such Registrant by such director, officer or controlling person
in connection with the securities being registered, such Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, U S
WEST, Inc. (to be renamed "MediaOne Group, Inc.") certifies that it has
reasonable grounds to believe that it meets all the requirements for filing on
Form S-4 and has duly caused this Amendment No. 2 to the Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Englewood, State of Colorado, on the 5th day of May, 1998.
U S WEST, INC.
(to be renamed "MediaOne Group, Inc.")
By: /s/ STEPHEN E. BRILZ
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Stephen E. Brilz
Assistant Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.
PRINCIPAL EXECUTIVE OFFICER:
Richard D. McCormick* President and Chief Executive Officer
PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER:
Executive Vice President and Chief Financial
Michael P. Glinsky* Officer
DIRECTORS:
Robert L. Crandall*
Grant A. Dove*
Allan D. Gilmour*
Pierson M. Grieve*
George J. Harad*
Allen F. Jacobson*
Charles M. Lillis*
Richard D. McCormick*
Marilyn Carlson Nelson*
Frank Popoff*
Charles P. Russ, III*
Louis A. Simpson*
John "Jack" Slevin*
Solomon D. Trujillo*
Jerry O. Williams*
*By /s/ STEPHEN E. BRILZ
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Stephen E. Brilz
Assistant Secretary
Dated: May 5, 1998
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
MediaOne Group Funding, Inc. certifies that it has reasonable grounds to believe
that it meets all the requirements for filing on Form S-4 and has duly caused
this Amendment No. 2 to the Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Englewood, State of
Colorado, on the 5th day of May, 1998.
MEDIAONE GROUP FUNDING, INC.
By /s/ STEPHEN E. BRILZ
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Stephen E. Brilz
Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.
PRINCIPAL EXECUTIVE OFFICER:
Contance P. Campbell* President
PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER:
Vice President and Chief
Rahn K. Porter* Financial Officer
DIRECTORS:
Constance P. Campbell*
*By /s/ STEPHEN E. BRILZ
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Stephen E. Brilz
Secretary
Dated: May 5, 1998
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, each
of the undersigned Registrants certifies that it has reasonable grounds to
believe that it meets all the requirements for filing on Form S-4 and has duly
caused this Amendment No. 2 to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Englewood,
State of Colorado, on the 5th day of May, 1998.
MEDIAONE FINANCE TRUST I
By /s/ CONSTANCE P. CAMPBELL
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Constance P. Campbell, Trustee
By /s/ RHAN K. PORTER
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Rhan K. Porter, Trustee
MEDIAONE FINANCE TRUST II
By /s/ CONSTANCE P. CAMPBELL
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Constance P. Campbell, Trustee
By /s/ RHAN K. PORTER
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Rhan K. Porter, Trustee
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