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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (Date of earliest event reported): JUNE 29, 1998
U S WEST, INC.
(FORMERLY "USW-C, INC.")
(Exact name of registrant as specified in its charter)
A DELAWARE CORPORATION COMMISSION FILE NUMBER IRS EMPLOYER IDENTIFICATION NO.
(STATE OF INCORPORATION) 1-14087 84-0953188
1801 CALIFORNIA STREET, DENVER, COLORADO 80202
(Address of principal executive offices, including Zip Code)
TELEPHONE NUMBER (303) 672-2700
(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS
On June 29, 1998, U S WEST Capital Funding, Inc. and U S WEST, Inc. closed a
$3.1 billion Note and Debenture offering. Additional exhibits related to that
offering are filed with this Current Report on Form 8-K.
ITEM 7. EXHIBITS
EXHIBIT DESCRIPTION
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1A Underwriting Agreement, dated as of June 24, 1998, by and among U S WEST Capital Funding, Inc., U S
WEST, Inc., Merrill Lynch, Pierce, Fenner and Smith Incorporated, Goldman, Sachs & Co., J.P.
Morgan Securities, Inc., Lehman Brothers Inc., Morgan Stanley & Co. Incorporated.
4-A Form of 6.125% Notes due July 15, 2002 of U S WEST Capital Funding, Inc., unconditionally
guaranteed as to payment of principal and interest by U S WEST, Inc., in the aggregate principal
amount of $500,000,000.
4-B Form of 6.25% Notes due July 15, 2005 of U S WEST Capital Funding, Inc., unconditionally guaranteed
as to payment of principal and interest by U S WEST, Inc., in the aggregate principal amount of
$500,000,000.
4-C Form of 6.375% Notes due July 15, 2008 of U S WEST Capital Funding, Inc., unconditionally
guaranteed as to payment of principal and interest by U S WEST, Inc., in the aggregate principal
amount of $600,000,000.
4-D Form of 6.875% Debentures due July 15, 2028 of U S WEST Capital Funding, Inc., unconditionally
guaranteed as to payment of principal and interest by U S WEST, Inc., in the aggregate principal
amount of $1,500,000,000.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
U S WEST, INC.
(FORMERLY "USW-C, INC.")
By: /s/ THOMAS O. MCGIMPSEY
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Thomas O. McGimpsey
ASSISTANT SECRETARY
Dated: June 29, 1998