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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
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): July 18, 1999
U S WEST, Inc.
(Formerly "USW-C, Inc.")
(Exact name of registrant as specified in its charter)
A Delaware Corporation Commission File IRS Employer Identification
(State of Incorporation) Number 1-14087 No. 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)
(The Exhibits Index is located on page 5 of this report.)
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Item 5. Other Events
On July 18, 1999, U S WEST, Inc., a Delaware corporation "U S WEST") and
Qwest Communications International, Inc., a Delaware corporation ("Qwest"),
entered into an Agreement and Plan of Merger (the "Merger Agreement"), providing
for, among other things, the merger of Qwest and U S WEST, with Qwest as the
surviving corporation. A copy of the Merger Agreement is attached hereto as
Exhibit 2 and is incorporated herein by reference.
A copy of the Qwest and U S WEST joint press release, dated as of July 18,
1999, and the Qwest and U S WEST joint analyst presentation, dated July 19,
1999, are attached hereto as Exhibits 99.1 and 99.2, respectively, and are
incorporated herein by reference.
In connection with the execution of the Merger Agreement, U S WEST and
certain shareholders (the "Shareholders") of Qwest entered into a Voting
Agreement, dated as of July 18, 1999 (the "Voting Agreement") pursuant to which,
among other things, the Shareholders have agreed to vote their shares of Qwest
Common Stock to approve the transactions contemplated by the Merger Agreement. A
copy of the Voting Agreement is attached hereto as Exhibit 10.1 and is
incorporated herein by reference.
On July 18, 1999, U S WEST and Global Crossing, Ltd., a Bermuda company
("Global") entered into a Termination Agreement terminating the Agreement and
Plan of Merger, dated as of May 16, 1999, between Global and U S WEST, as filed
by U S WEST on its Form 8-K, dated May 21, 1999. The Termination Agreement is
attached hereto as Exhibit 10.2 and is incorporated herein by reference.
The foregoing descriptions of the Merger Agreement, the Voting Agreement,
the Termination Agreement, and the transactions contemplated thereby do not
purport to be complete and are qualified in their entirety by reference to the
Merger Agreement, the Voting Agreement and the Termination Agreement.
This Current Report on Form 8-K contains or incorporates by reference
forward-looking statements that involve risks and uncertainties. These
statements may differ materially from actual future events or results. Readers
are referred to the documents filed by U S WEST with the United States
Securities and Exchange Commission, which identify important risk factors that
could cause actual results to differ from those contained in the forward-looking
statements.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
The following exhibits are filed as part of this Current Report on Form
8-K:
Exhibit Number Exhibit
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Exhibit 2 Agreement and Plan of Merger, dated as of July 18, 1999, between U S WEST, Inc. and
Qwest Communications International, Inc.
Exhibit 10.1 Voting Agreement, dated as of July 18, 1999, among each of the shareholders listed on
the signature page thereto and U S WEST, Inc.
Exhibit 10.2 Termination Agreement, dated as of July 18, 1999, between U S WEST, Inc. and Global
Crossing Ltd.
Exhibit 99.1 Joint Press Release issued by U S WEST and Qwest on July 18, 1999 entitled "Qwest
Communications and U S WEST Announce Strategic Merger to Create $65 Billion Worldwide
Company"
Exhibit 99.2 Joint Analyst Presentation of Qwest and U S WEST, dated as of July 19, 1999.
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 thereunto duly authorized.
U S WEST, Inc.
(Formerly "USW-C, Inc.")
By: /s/ THOMAS O. McGIMPSEY
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Name: Thomas O. McGimpsey
Title: Assistant Secretary
Dated: July 20, 1999
EXHIBIT INDEX
Exhibit Number Exhibit
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Exhibit 2 Agreement and Plan of Merger, dated as of July 18, 1999, between U S WEST, Inc. and
Qwest Communications International, Inc.
Exhibit 10.1 Voting Agreement, dated as of July 18, 1999, among each of the shareholders listed on
the signature page thereto and U S WEST, Inc.
Exhibit 10.2 Termination Agreement, dated as of July 18, 1999, between U S WEST, Inc. and Global
Crossing Ltd.
Exhibit 99.1 Joint Press Release issued by U S WEST and Qwest on July 18, 1999 entitled "Qwest
Communications and U S WEST Announce Strategic Merger to Create $65 Billion Worldwide
Company"
Exhibit 99.2 Joint Analyst Presentation of Qwest and U S WEST, dated as of July 19, 1999.