UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 8-K/A
CURRENT REPORT
(AMENDMENT NO. 1)
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
June 26, 1998
U S WEST, Inc.
(Formerly "USW-C, Inc.")
(Exact Name of Registrant as Specified in its Charter)
Delaware 1-14087 84-0953188
(State or Other Commission File Number I.R.S. Employer
Jurisdiction of Incorporation Identification Number
1801 California Street
Denver, Colorado 80202
(Address of principal executive offices) (zip code)
(303) 672-2700
(Registrant's telephone number, including area code)
USW-C, Inc.
(Former name or former address, if changed since last report)
Item 5. Other Events
The Separation
On June 12, 1998, U S WEST, Inc. (which was renamed "MediaOne Group,
Inc." and is referred to herein as "Old U S WEST") separated into two
independent companies (the "Separation"), all in accordance with the terms of
the Separation Agreement (the "Separation Agreement"), dated as of June 5, 1998,
between Old U S WEST and the Registrant, USW-C, Inc. (which was renamed "U S
WEST, Inc." and is referred to herein as "New U S WEST").
Pursuant to the Separation Agreement, Old U S WEST (i) contributed the
businesses of the U S WEST Communications Group and the domestic directories
business of the U S WEST Media Group ("Dex") to new U S WEST and (ii) redeemed
each outstanding share of U S WEST Communications Group Common Stock for one
share of Common Stock of New U S WEST and distributed $850 million in value of
New U S WEST Common Stock (the "Dex Dividend") to holders of U S WEST Media
Group Common Stock in connection with the alignment of Dex with New U S WEST.
The number of shares of New U S WEST Common Stock distributed per share of U S
WEST Media Group Stock pursuant to the Dex Dividend was 0.02731, which was
calculated in accordance with Section 4.3(b) of the Separation Agreement. The
conformed execution copy of the Separation Agreement, the Employee Matters
Agreement, and the Tax Sharing Agreement are filed as Exhibits to this Current
Report on Form 8-K.
New U S WEST
New U S WEST is a diversified communications company providing services
principally to customers in a 14-state mountain and western region of the United
States, which is comprised of the states of Arizona, Colorado, Idaho, Iowa,
Minnesota, Montana, Nebraska, New Mexico, North Dakota, Oregon, South Dakota,
Utah, Washington and Wyoming. New U S WEST has operations in four principal
areas: (i) telecommunications and related services; (ii) wireless services;
(iii) high-speed data and Internet services; and (iv) directory services. The
major component of new U S WEST is U S WEST Communications, Inc., which provides
communications service to more than 25 million residential and business
customers in its region.
As of the date hereof, new U S WEST has three classes of director. The
first class, which expires in 1999, consists of Allen R. Jacobson, George J.
Harad and Marilyn C. Nelson. The second class, which expires in 2000, consists
of Frank Popoff, Jerry O. Williams, Richard D. McCormick and Peter S. Hellman.
The third class, which expires in 2001, consists of Sol Trujillo, Craig R.
Barrett, Jerry J. Colangelo and Linda G. Alvarado. After initial classification,
each class will hold office for three years. Mr. McCormick was appointed
Chairman of the Board of Directors.
In connection with the Separation, New U S WEST entered into a Rights
Agreement (the "Rights Agreement") with State Street Bank and Trust Company, as
rights agent, as described more fully in the Old U S WEST Proxy Statement, dated
April 20, 1998, filed with the Securities and Exchange Commission on Schedule
14A. The calculated exercise price of a right under the Rights Agreement is
$229.7813.
This Form 8-K/A amends the Registrant's Form 8-K dated June 17, 1998
to include the date of the Separation Agreement as referenced in Exhibit 99.2
(the Employee Matters Agreement) as well as conformed signatures on Exhibits
99.1, 99.2 and 99.3.
Item 7. Financial Statements and Exhibits
(c) Exhibits
Exhibit No. Description
Exhibit 3(ii) Bylaws of U S WEST, Inc. (formerly USW-C, Inc.), effective as of
June 12, 1998.
Exhibit 99.1 Separation Agreement between U S WEST, Inc. (renamed
"MediaOne Group, Inc.") and USW-C, Inc. (renamed "U S WEST,
Inc."), dated June 5, 1998.
Exhibit 99.2 Employee Matters Agreement between U S WEST, Inc. (renamed
"MediaOne Group, Inc.") and USW-C, Inc. (renamed "U S WEST,
Inc."), dated June 5, 1998.
Exhibit 99.3 Tax Sharing Agreement between U S WEST, Inc. (renamed
"MediaOne Group, Inc.") and USW-C, Inc. (renamed "U S WEST,
Inc."), dated June 5, 1998.
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
----------------------------------------------
THOMAS O. McGIMPSEY
Assistant Secretary
Dated: June 26, 1998