U S WEST CAPITAL FUNDING, INC.
DEBT SECURITIES
UNCONDITIONALLY GUARANTEED AS TO PAYMENT OF PRINCIPAL, PREMIUM, IF ANY,
AND INTEREST, BY
U S WEST, INC.
UNDERWRITING AGREEMENT
January 16, 1997
To the Underwriters Named in Schedule II hereto
c/o the Representatives Named in Schedule I hereto
of the Underwriters Named in Schedule II hereto
Dear Sirs:
1. INTRODUCTORY. U S WEST Capital Funding, Inc., a Colorado corporation
(the "Company"), proposes to issue and sell from time to time certain of its
debt securities registered under the registration statements referred to in
Section 2(a) (the "Debt Securities"). The Debt Securities will be
unconditionally guaranteed as to payment of principal, premium, if any, and
interest by U S WEST, Inc., a Delaware corporation (the "Guarantor"), and will
be issued under an Indenture dated as of April 15, 1988, as amended by a First
Supplemental Indenture dated as of November 1, 1995 and as further amended by
the Trust Indenture Reform Act of 1990 (as amended, the "Indenture"), among the
Company, the Guarantor and First National Bank of Santa Fe (formerly
Banquest/First National Bank of Santa Fe), as Trustee (the "Trustee"), in one or
more series which series may vary as to interest rates, maturities, redemption
provisions and selling prices and any other variable terms permitted by the
Indenture, with all such terms for any particular series being determined at the
time of sale. The Company proposes to sell to the Underwriters (as hereinafter
defined) one or more series of Debt Securities, each of the designation, with
the terms and in the aggregate principal amount specified in Schedule I hereto
(the "Securities"). Subject to the terms and conditions and in reliance upon
the representations and warranties herein set forth, the Company agrees to sell
to each Underwriter, severally and not jointly, and each Underwriter agrees,
severally and not jointly, to purchase from the Company, at the purchase price
and on the other terms set forth in Schedule I hereto, the principal amount of
the Securities set forth opposite its name in Schedule II hereto (plus any
additional principal amount of Securities which such Underwriter may become
obligated to purchase pursuant to the provisions of Section 12 hereof).
If there shall be two or more persons, firms or corporations named as
underwriters in Schedule II hereto, the term "Underwriters" as used herein shall
be deemed to mean the several persons, firms or corporations so named (including
the Representatives hereinafter mentioned, if so named, and any Underwriters
substituted pursuant to Section 12), and the term "Representatives" as so used
herein shall be deemed to mean the representative or representatives named in
Schedule I hereto. If there shall only be one person, firm or corporation named
in Schedule II hereto, the term "Underwriters" and the term "Representatives" as
used herein shall mean such person, firm or corporation.
2. REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE GUARANTOR. The
Company and the Guarantor represent and warrant to, and agree with, the several
Underwriters that as of the date hereof and as of the applicable Delivery Date
(as defined below) (each referred to as a "Representation Date"):
(a) The Company and the Guarantor have filed with the Securities and
Exchange Commission (the "Commission") joint registration statements (Nos.
333-14865, ▇▇▇-▇▇▇▇▇-▇▇, 33-50049 and 33-50049-01)
relating to the Debt Securities and the guarantees thereof of the Guarantor
(the "Guarantees") and the offering thereof from time to time in accordance
with Rule 415 under the Securities Act of 1933, as amended (the "1933
Act"), and have filed such amendments thereto as may have been required to
the date hereof. Such registration statements (as so amended) have been
declared effective by the Commission. Such registration statements, as
amended to the date hereof, including the exhibits thereto, schedules
thereto, if any, and the documents incorporated by reference therein
pursuant to Item 12 of Form S-3 under the 1933 Act, are hereinafter
collectively referred to as the "Registration Statement", and the
prospectus constituting a part of such Registration Statement, as amended
and as supplemented as contemplated by Section 4 to reflect the terms of
the Securities and the terms of the offering thereof, including the
documents incorporated by reference therein pursuant to Item 12 of Form S-3
under the 1933 Act, is hereinafter referred to as the "Prospectus". A
"preliminary prospectus" shall be deemed to refer to any prospectus or
prospectus supplement that omitted information to be included upon pricing
in a form of prospectus or prospectus supplement filed with the Commission
pursuant to Rule 424(b) under the 1933 Act, that was used after the
Registration Statement became effective and prior to the date of this
Agreement. For purposes of this Agreement, all references to the
Registration Statement, any preliminary prospectus or the Prospectus or any
amendment or supplement to the foregoing shall be deemed to include the
copy filed with the Commission pursuant to its Electronic Data Gathering,
Analysis and Retrieval system ("▇▇▇▇▇").
All references in this Agreement to financial statements and schedules
and other information which is "contained," "included" or "stated" in the
Registration Statement, any preliminary prospectus or the Prospectus (or
other references of like import) shall be deemed to mean and include all
such financial statements and schedules and other information which is
incorporated by reference in the Registration Statement, any preliminary
prospectus or the Prospectus, as the case may be; and all references in
this Agreement to amendments or supplements to the Registration Statement,
any preliminary prospectus or the Prospectus shall be deemed to mean and
include the filing of any document under the Securities Exchange Act of
1934, as amended (the "1934 Act"), which is incorporated by reference in
the Registration Statement, such preliminary prospectus or the Prospectus,
as the case may be.
(b) At the respective times the Registration Statement and any
post-effective amendments thereto became effective and, if an annual report
on Form 10-K has been filed by the Guarantor with the Commission subsequent
to effectiveness of the Registration Statement or any such post-effective
amendment, then at the time of the most recent such filing, the
Registration Statement and any post-effective amendments thereto conformed
in all material respects to the requirements of the 1933 Act, the Trust
Indenture Act of 1939, as amended (the "1939 Act"), and the rules and
regulations of the Commission (the "Rules and Regulations") and did not
contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary to make the
statements therein not misleading, and on each Representation Date, the
Registration Statement, any post-effective amendment thereto and the
Prospectus conforms or will conform in all material respects to the
requirements of the 1933 Act, the 1939 Act and the Rules and Regulations
and (i) the Registration Statement, as amended as of any such time, does
not or will not include any untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make
the statements therein not misleading and (ii) the Prospectus, as
supplemented as of any such time, does not or will not include any untrue
statement of a material fact or omit to state any material fact necessary
in order to make the statements therein, in the light of the circumstances
under which they were made, not misleading, except that the foregoing does
not apply to statements in or omissions from any such documents based upon
written information furnished to the Company or the Guarantor by any
Underwriter, or on behalf of any Underwriter by the Representatives,
specifically for use therein or based upon the Statement of Eligibility of
the Trustee under the Indenture or to statements in or omissions from such
Statement of Eligibility.
Each preliminary prospectus and prospectus filed as part of the
Registration Statement as originally filed or as part of an amendment
thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when
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so filed in all material respects with the Rules and Regulations and each
preliminary prospectus and the Prospectus delivered to the Underwriters for
use in connection with the offering of the Securities was, at the time of
such delivery, identical to any electronically transmitted copies thereof
filed with the Commission pursuant to ▇▇▇▇▇, except to the extent permitted
by Regulation S-T.
(c) The documents incorporated or deemed to be incorporated by
reference in the Registration Statement and the Prospectus, when they
became effective or at the time they were or hereafter are filed with the
Commission, complied and will comply in all material respects with the
requirements of the 1933 Act and the 1934 Act and the Rules and
Regulations, as applicable, and, when read together with the other
information in the Prospectus, at the time the Registration Statement
became effective, at the time the Prospectus was issued and at each
Representation Date, did not and will not contain an untrue statement of a
material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein not misleading.
(d) The financial statements of the Guarantor included in the
Registration Statement and the Prospectus, together with the related
schedules and notes, present fairly the financial position of the Guarantor
and its consolidated subsidiaries at the dates indicated and the statement
of operations, shareowners' equity and cash flows of the Guarantor and its
consolidated subsidiaries for the periods specified; said financial
statements have been prepared in conformity with generally accepted
accounting principles applied on a consistent basis throughout the periods
involved.
(e) Since the respective dates as of which information is given in the
Registration Statement and the Prospectus, except as otherwise stated
therein, (A) there has been no material adverse change in the financial
condition or results of operations of the Company or of the Guarantor and
its subsidiaries, taken as a whole, (a "Material Adverse Effect"),
(B) there have been no transactions entered into by the Company or by the
Guarantor or any of its subsidiaries, other than those in the ordinary
course of business, which are material with respect to the Company or the
Guarantor and its subsidiaries, taken as a whole, and (C) there has been no
dividend or distribution of any kind declared, paid or made by the Company
or the Guarantor on any class of its capital stock, except for regular
quarterly dividends on U S WEST Communications Group Common Stock, par
value $.01 per share, in amounts that are consistent with past practice and
regular dividends on the Guarantor's preferred stock.
(f) This Agreement has been duly authorized, executed and delivered by
each of the Company and the Guarantor.
(g) The Indenture has been duly authorized, executed and delivered by
each of the Company and the Guarantor and (assuming the due authorization,
execution and delivery by the Trustee) constitutes the legal, valid and
binding agreement of the Company and the Guarantor enforceable against each
of them in accordance with its terms, except as the enforcement thereof may
be limited by bankruptcy, insolvency (including, without limitation, all
laws relating to fraudulent transfers), reorganization, moratorium or
similar laws affecting enforcement of creditors' rights generally and
except as enforcement thereof is subject to general principles of equity
(regardless of whether enforcement is considered in a proceeding in equity
or at law); and the Indenture has been duly qualified under the ▇▇▇▇ ▇▇▇.
(h) The Securities have been duly authorized and, at the Delivery
Date, will have been duly executed by the Company and, when authenticated,
issued and delivered in the manner provided for in the Indenture and
delivered against payment of the purchase price therefor as provided in
this Agreement, will constitute legal, valid and binding obligations of the
Company, enforceable against the Company in accordance with their terms,
except as the enforcement thereof may be limited by bankruptcy, insolvency
(including, without limitation, all laws relating to fraudulent transfers),
reorganization, moratorium or similar laws affecting enforcement of
creditors' rights generally and except as enforcement thereof is subject to
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general principles of equity (regardless of whether enforcement is
considered in a proceeding in equity or at law), and will be in the form
contemplated by, and entitled to the benefits of, the Indenture.
(i) The Guarantees have been duly authorized and, at the Delivery
Date, will have been duly executed by the Guarantor and, when issued and
delivered in the manner provided for in the Indenture, will constitute
legal, valid and binding obligations of the Guarantor, enforceable against
the Guarantor in accordance with their terms, except as the enforcement
thereof may be limited by bankruptcy, insolvency (including, without
limitation, all laws relating to fraudulent transfers), reorganization,
moratorium or similar laws affecting enforcement of creditors' rights
generally and except as enforcement thereof is subject to general
principles of equity (regardless of whether enforcement is considered in a
proceeding in equity or at law), and will be in the form contemplated by,
and entitled to the benefits of, the Indenture.
(j) The Securities, the Guarantees and the Indenture will conform in
all material respects to the respective statements relating thereto
contained in the Prospectus and will be in substantially the respective
forms filed or incorporated by reference, as the case may be, as exhibits
to the Registration Statement.
(k) The execution, delivery and performance of this Agreement and the
consummation of the transactions contemplated herein (including, without
limitation, the issuance and sale of the Securities and the Guarantees) and
compliance by the Company and the Guarantor with their respective
obligations hereunder have been duly authorized by all necessary corporate
action and do not and will not, whether with or without the giving of
notice or passage of time or both, conflict with or constitute a breach of,
or default or Repayment Event (as defined below) under, or result in the
creation or imposition of any lien, charge or encumbrance upon any property
or assets of the Company, the Guarantor or any subsidiary of the Guarantor
pursuant to, any contract, indenture, mortgage, deed of trust, loan or
credit agreement, note, lease or other agreement or instrument to which the
Company, the Guarantor or any subsidiary of the Guarantor is a party or by
which it or any of them may be bound, or to which any of the property or
assets of the Company, the Guarantor or any subsidiary of the Guarantor is
subject (collectively, "Agreements and Instruments") (except for such
conflicts, breaches or defaults or liens, charges or encumbrances that
would not result in a Material Adverse Effect), nor will such action result
in any violation of the provisions of the charter or bylaws of the Company,
the Guarantor or any subsidiary of the Guarantor or, to the best knowledge
of the Company and the Guarantor, any applicable law, statute, rule,
regulation, judgment, order, writ or decree of any government, government
instrumentality or court, domestic or foreign, having jurisdiction over the
Company, the Guarantor or any subsidiary the Guarantor or any of their
assets, properties or operations. As used herein, a "Repayment Event"
means any event or condition which gives the holder of any note, debenture
or other evidence of indebtedness of the Company, the Guarantor or any
subsidiary of the Guarantor (or any person acting on such holder's behalf)
the right to require the repurchase, redemption or repayment of all or a
portion of such indebtedness by the Company, the Guarantor or any
subsidiary of the Guarantor.
(l) Except as disclosed in the Registration Statement, there is not
pending or threatened any action, suit, proceeding, inquiry or
investigation to which the Company, the Guarantor or any subsidiary of the
Guarantor is a party or to which the assets, properties or operations of
the Company, the Guarantor or any subsidiary of the Guarantor is subject,
before or by any court or governmental agency or body, domestic or foreign,
which might reasonably be expected to result in a Material Adverse Effect
or which might reasonably be expected to materially and adversely affect
the assets, properties or operations of the Company, the Guarantor or any
subsidiary of the Guarantor or the consummation of the transactions
contemplated by this Agreement or the Indenture or the performance by the
Company or the Guarantor of their respective obligations thereunder.
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(m) The Guarantor and its subsidiaries possess such permits,
licenses, approvals, consents and other authorizations (collectively,
"Governmental Licenses") issued by the appropriate federal, state, local or
foreign regulatory agencies or bodies necessary to conduct the business now
operated by them; the Guarantor and its subsidiaries are in compliance with
the terms and conditions of all such Governmental Licenses, except where
the failure so to comply would not, singly or in the aggregate, have a
Material Adverse Effect; all of the Governmental Licenses are valid and in
full force and effect, except when the invalidity of such Governmental
Licenses or the failure of such Governmental Licenses to be in full force
and effect would not have a Material Adverse Effect; and neither the
Guarantor nor any of its subsidiaries has received any notice of
proceedings relating to the revocation or modification of any such
Governmental Licenses which, singly or in the aggregate, if the subject of
an unfavorable decision, ruling or finding, would result in a Material
Adverse Effect.
3. PURCHASE AND OFFERING. Delivery of and payment for the Securities shall
be made at such address, date and time as may be specified in Schedule I hereto.
Such date and time are sometimes referred to herein as the "Delivery Date". On
the Delivery Date, the Company shall deliver the Securities to the
Representatives for the account of each Underwriter against payment to or upon
the order of the Company of the purchase price by wire transfer of immediately
available funds. Time shall be of the essence, and delivery at the time and
place specified pursuant to this Agreement is a further condition of the
obligation of each Underwriter hereunder. Upon delivery, the Securities shall
be in registered form and in such authorized denominations and registered in
such names as the Representatives shall request in writing not less than one
full business day prior to the Delivery Date. For the purpose of expediting the
checking and packaging of the Securities, the Company shall make the Securities
available for inspection by the Representatives in New York, New York, not later
than 2:00 P.M., local time, on the business day prior to the Delivery Date.
Schedule I may set forth additional conditions concerning the purchase or
offering of the Securities, if any.
4. COVENANTS OF THE COMPANY AND THE GUARANTOR. The Company and the
Guarantor covenant and agree with the several Underwriters that they will
furnish such firm which shall be acting as counsel for the Underwriters
("Underwriters' Counsel"), one signed copy of the Registration Statement,
including all exhibits, relating to the Debt Securities and the Guarantees in
the form in which it became effective and of all amendments thereto and will
furnish to the Representatives copies of the Registration Statement, including
all exhibits and amendments thereto, and that, in connection with each offering
of Securities:
(a) The Company and the Guarantor will promptly prepare a supplement
to the Prospectus to reflect the terms of the Securities and the terms of
the offering thereof and will advise the Representatives promptly of any
other amendment or supplementation of the Registration Statement or the
Prospectus and will not effect any amendment or supplementation without the
consent of the Representatives, which consent shall not be unreasonably
withheld; the Company and the Guarantor will also advise the
Representatives of any request made by the Commission for any amendment to
the Registration Statement or any amendment or supplement to the Prospectus
or for additional information with respect thereto and of the institution
by the Commission of any stop order proceedings in respect of the
Registration Statement, and will use their best efforts to prevent the
issuance of any such stop order and to obtain as soon as possible its
lifting, if issued. The Company will not file any document pursuant to the
1934 Act, which is deemed to be incorporated by reference in the Prospectus
unless Underwriters' Counsel shall have been previously advised thereof.
(b) If, at any time when a prospectus relating to the Securities is
required to be delivered under the 1933 Act, any event occurs as a result
of which the Prospectus as then amended or supplemented would include an
untrue statement of a material fact, or omit to state any material fact
necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading, or if it is necessary at any
time to amend or supplement the Registration Statement or the Prospectus to
comply with the 1933 Act or the Rules and Regulations, the Company and the
Guarantor promptly will prepare and file
5
with the Commission an amendment or supplement which will correct such
statement or omission or an amendment which will effect such compliance.
(c) The Guarantor and, to the extent separately required pursuant to
Rule 158 under the 1933 Act, the Company will make generally available to
its security holders as soon as practicable, but not later than 90 days
after the close of the period covered thereby, earnings statements (in form
complying with the provisions of Rule 158) covering a twelve-month period
beginning not later than the first day of the fiscal quarter of the
Guarantor and the Company next following the effective date of the
Registration Statement (as defined in Rule 158) with respect to each sale
of Securities.
(d) The Company and the Guarantor will furnish to the Representatives
copies of each preliminary prospectus, the Prospectus and all amendments
and supplements to such documents, in each case as soon as available and in
such quantities as are reasonably requested.
(e) The Company and the Guarantor will use their best efforts to
arrange for the qualification of the Securities for sale and the
determination of their eligibility for investment under the laws of such
jurisdictions as the Representatives designate and will continue such
qualifications in effect so long as required for the distribution.
(f) During the period of five years after the effective date of the
Registration Statement, the Guarantor will furnish to the Representatives
and, upon request, to each of the other Underwriters, as soon as
practicable after the end of each fiscal year, a copy of its annual report
to shareholders for such year, and the Guarantor will furnish to the
Representatives and to Underwriters' Counsel, (i) as soon as available, a
copy of each report of the Guarantor filed with the Commission under the
1934 Act or mailed to stockholders, and (ii) from time to time, such other
information concerning the Guarantor or the Company as the Representatives
may reasonably request.
(g) The Company and the Guarantor will pay all expenses incident to
the performance of their obligations under this Agreement, including (i)
expenses and fees incurred in connection with the preparation and filing of
the Registration Statement (including the financial statements and
exhibits) as originally filed and of each amendment thereto, (ii) the fees
and disbursements of the Company's and the Guarantor's counsel, accountants
and other advisors and agents, as well as the fees and disbursements of the
Trustee and its counsel, (iii) any expenses (including fees and
disbursements of counsel) incurred in connection with qualifications of the
Securities for sale and determination of their eligibility for investment
under the laws of such jurisdictions as the Representatives designate and
the printing of memoranda relating thereto, (iv) any fees charged by
investment rating agencies for the rating of the Securities, (v) all
expenses incurred in printing and delivering to the Underwriters copies of
the Registration Statement and any amendments thereto, and of each
preliminary prospectus, the Prospectus and any amendments or supplements
thereto, and (vi) the fees and expenses, if any, incurred in connection
with the listing of the Securities on the New York Stock Exchange or any
other national securities exchange.
(h) During a period of 30 days from the date of this Agreement,
neither the Company nor the Guarantor will, without the prior consent of
▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, directly or indirectly,
sell, offer to sell, grant any option for the sale of, or otherwise dispose
of, any of its senior debt securities having a maturity of more than one
year.
5. CONDITIONS OF THE OBLIGATIONS OF THE UNDERWRITERS. The obligations of
the several Underwriters to purchase and pay for the Securities will be subject
to the accuracy of the representations and warranties on the part of the Company
and the Guarantor contained herein, to the accuracy of the statements of the
officers of the Company and the Guarantor made pursuant to the provisions
hereof, to the performance by the Company and the Guarantor of their obligations
hereunder and to the following additional conditions precedent:
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(a) On the date of this Agreement and on the Delivery Date, the
Representatives shall have received executed copies of letters of Coopers &
▇▇▇▇▇▇▇ L.L.P., ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP and Deloitte & Touche LLP, addressed to
the Company, the Guarantor and the Representatives, substantially in the
forms previously approved by the Representatives.
(b) No stop order suspending the effectiveness of the Registration
Statement shall have been issued and no proceedings for that purpose shall
have been instituted or, to the knowledge of the Company, the Guarantor or
any Underwriter, shall be contemplated by the Commission.
(c) The Representatives shall have received an opinion or opinions,
dated the Delivery Date, of Weil, Gotshal & ▇▇▇▇▇▇ LLP, counsel for the
Company and the Guarantor, to the effect that:
(i) The Company is a corporation in good standing, duly incorporated
and validly existing under the laws of the State of Colorado and is
authorized by its Articles of Incorporation to transact the business in
which it is engaged, as set forth in the Prospectus.
(ii) The Guarantor is a corporation in good standing, duly
incorporated and validly existing under the laws of the state of its
incorporation and is authorized by its Articles or Certificate of
Incorporation to transact the business in which it is engaged, as set forth
in the Prospectus.
(iii) The execution, delivery and performance of the Indenture by the
Company and the Guarantor have been duly authorized by all necessary
corporate action on the part of the Company and the Guarantor; the
Indenture has been duly and validly executed and delivered by the Company
and the Guarantor and (assuming the due authorization, execution and
delivery by the Trustee), constitutes the legal, valid and binding
agreement of the Company and the Guarantor enforceable against each of them
in accordance with its terms; and the Indenture has been duly qualified
under the ▇▇▇▇ ▇▇▇.
(iv) The Securities, when duly executed and authenticated pursuant to
the Indenture and delivered to the Underwriters against payment therefor in
accordance with the provisions hereof, will constitute legal, valid and
binding obligations of the Company, entitled to the benefits of the
Indenture and enforceable against the Company in accordance with their
terms.
(v) The Guarantees, when duly executed pursuant to the Indenture and
delivered to the Underwriters in accordance with the provisions hereof,
will constitute legal, valid and binding obligations of the Guarantor
enforceable against the Guarantor in accordance with their terms.
(vi) The execution, delivery and performance of this Agreement by the
Company and the Guarantor have been duly authorized by all necessary
corporate action on the part of the Company and the Guarantor; and this
Agreement has been duly and validly executed and delivered by each of the
Company and the Guarantor.
(vii) No consent, approval, authorization or other action by, or
filing or registration with, any federal governmental authority is required
in connection with the execution and delivery by the Company or the
Guarantor of the Indenture or the issuance and sale of the Securities and
the Guarantees to the Underwriters pursuant to the terms of this Agreement,
except such as have been obtained or made under the 1933 Act and the rules
and regulations thereunder and such as may be required under the 1934 Act
and the rules and regulations thereunder.
(viii) The Registration Statement was declared effective under the
1933 Act and, to such counsel's knowledge, no stop order suspending the
effectiveness of the Registration Statement has been issued under the 1933
Act and no proceeding for that purpose has been initiated or threatened by
the Commission.
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(ix) The statements in the Prospectus under the headings "Description
of Debt Securities and Guarantees" and "Description of Notes and
Debentures", insofar as such statements constitute a summary of certain
provisions of the documents referred to therein, are accurate in all
material respects.
In rendering such opinion, such counsel may rely as to matters of
fact, to the extent such counsel deems proper, on certificates of
responsible officers of the Company and the Guarantor and of public
officials. Such counsel may also rely as to matters of Colorado law upon
the opinion referred to in Section 5(e) without independent verification.
In addition, such counsel shall state that it has participated in
conferences with representatives of the Company, the Guarantor and with the
Representatives and their counsel, at which conferences the contents of the
Registration Statement and the Prospectus and related matters were
discussed; such counsel has not independently verified the accuracy,
completeness or fairness of the statements contained in the Registration
Statement or the Prospectus and the limitations inherent in the examination
made by such counsel and the nature and extent of such counsel's
participation in such conferences are such that such counsel is unable to
assume, and does not assume, any responsibility for the accuracy,
completeness or fairness of such statements; however, based upon such
counsel's participation in the aforesaid conferences, nothing has come to
its attention which lead it to believe that the Registration Statement, at
the time it became effective or at the date of this Agreement, and the
Prospectus and any further amendments and supplements thereto made by the
Company and the Guarantor prior to such Delivery Date (other than the
financial statements and other financial and statistical information
contained therein as to which such counsel need express no belief) did not
comply as to form in all material respects with the applicable requirements
of the 1933 Act, the 1934 Act and the rules and regulations thereunder or
that the Registration Statement (except as to the financial statements and
the notes thereto, and the other financial and statistical data included
therein, as to which such counsel need express no belief), and each
amendment thereto, as of its effective date (or, if an annual report on
Form 10-K has been filed by the Guarantor with the Commission subsequent to
the effectiveness of the Registration Statement, then at the time of the
most recent such filing) or at the date of this Agreement, contained any
untrue statement of a material fact or omitted to state a material fact
required to be stated therein or necessary to make the statements therein
not misleading or that, as of its issue date or at the Delivery Date, the
Prospectus (except as to the financial statements and the notes thereto,
and the other financial and statistical data included therein, as to which
such counsel need express no belief), and each amendment or supplement
thereto contained or contains any untrue statement of a material fact or
omitted or omits to state a material fact necessary to make the statements
therein, in the light of the circumstances under which they were made, not
misleading.
Such opinion may state that it does not address the impact on the
opinions contained therein of any litigation or ruling relating to the
divestiture by American Telephone and Telegraph Company of ownership of its
operating telephone companies (the "Divestiture").
(d) The Representatives shall have received from Underwriters' Counsel
an opinion, dated the Delivery Date, to the effect specified in clauses
(i), (ii), (iii), (iv), (v), (vi), (viii) and (ix) and the penultimate
paragraph of subsection (c) above, subject to the final paragraph of
subsection (c) above, and with respect to such other matters as the
Representatives may reasonable request. In rendering such opinion, such
counsel may rely as to matters of Colorado law upon the opinion referred to
in Section 5(e) without independent verification.
(e) The Representatives shall have received an opinion or opinions,
dated the Delivery Date, of the General Counsel of the Company or the
Corporate Counsel of the Guarantor, to the effect that:
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(i) The Company is a corporation in good standing, duly incorporated
and validly existing under the laws of the State of Colorado and is
authorized by its Articles of Incorporation to transact the business in
which it is engaged, as set forth in the Prospectus.
(ii) The Guarantor is a corporation in good standing, duly
incorporated and validly existing under the laws of the state of its
incorporation and is authorized by its Articles or Certificate of
Incorporation to transact the business in which it is engaged, as set forth
in the Prospectus.
(iii) The execution, delivery and performance of the Indenture by the
Company and the Guarantor have been duly authorized by all necessary
corporate action on the part of the Company and the Guarantor; the
Indenture has been duly and validly executed and delivered by the Company
and the Guarantor and (assuming the due authorization, execution and
delivery by the Trustee), constitutes the legal, valid and binding
agreement of the Company and the Guarantor enforceable against each of them
in accordance with its terms; and the Indenture has been duly qualified
under the ▇▇▇▇ ▇▇▇.
(iv) The Securities, when duly executed and authenticated pursuant to
the Indenture and delivered to the Underwriters against payment therefor in
accordance with the provisions hereof, will constitute legal, valid and
binding obligations of the Company, entitled to the benefits of the
Indenture and enforceable against the Company in accordance with their
terms.
(v) The Guarantees, when duly executed pursuant to the Indenture and
delivered to the Underwriters in accordance with the provisions hereof,
will constitute legal, valid and binding obligations of the Guarantor
enforceable against the Guarantor in accordance with their terms.
(vi) The execution, delivery and performance of this Agreement by the
Company and the Guarantor have been duly authorized by all necessary
corporate action on the part of the Company and the Guarantor; and this
Agreement has been duly and validly executed and delivered by each of the
Company and the Guarantor.
(vii) All state regulatory consents, approvals, authorizations or
other orders (except as to the state securities or Blue Sky laws, as to
which such counsel need express no opinion) legally required for the
execution of the Indenture and the issuance and sale of the Securities and
the Guarantees to the Underwriters pursuant to the terms of this Agreement
have been obtained; provided that such counsel may rely on opinions of
local counsel satisfactory to said counsel.
(viii) The enforceability and the legal, valid and binding nature of
the respective agreements and obligations of the Company and the Guarantor
set forth in the Indenture, the Securities and the Guarantees (the
"Agreements") are not affected by, and the performance of the obligations
set forth in such Agreements, the issuance and sale of the Securities and
the Guarantees and the consummation of the transactions contemplated in
such Agreements are not prevented or restricted by, any action, suit,
proceeding, order or ruling relating to or issued or arising as a result
of, the Divestiture.
(ix) To the best of my knowledge, there is not pending or threatened
any action, suit, proceeding, inquiry or investigation to which the
Company, the Guarantor or any subsidiary of the Guarantor is a party or to
which the assets, properties or operations of the Company, the Guarantor or
any subsidiary of the Guarantor is subject, before or by any court or
governmental agency or body, domestic or foreign, which might reasonably be
expected to result in a Material Adverse Effect or which might reasonably
be expected to materially and adversely affect the assets, properties or
operations thereof or the consummation of the transactions contemplated by
the Underwriting Agreement or the Indenture or the performance by the
Company or the Guarantor of their respective obligations thereunder.
9
In rendering such opinion, such counsel may rely as to matters of New York
law upon the opinion referred to in Section 5(c) without independent
verification.
(f) The Representatives shall have received a certificate, dated the
Delivery Date, of the President or any Vice President of the Company in
which such officers shall state that, to the best of their knowledge after
reasonable investigation, the representations and warranties of the Company
in this Agreement are true and correct as if made at and as of the Delivery
Date, that the Company has complied with all agreements and satisfied all
conditions on its part to be performed or satisfied hereunder at or prior
to the Delivery Date, that no stop order suspending the effectiveness of
the Registration Statement is in effect and no proceedings for that purpose
are pending or are contemplated by the Commission and that, subsequent to
the date of the Prospectus, there has been no material adverse change in
the financial condition or results of operations of the Company, except as
set forth in or contemplated by the Prospectus.
(g) The Representatives shall have received a certificate, dated the
Delivery Date, of the President or any Vice President of the Guarantor in
which such officers shall state that, to the best of their knowledge after
reasonable investigation, the representations and warranties of the
Guarantor in this Agreement are true and correct as if made at and as of
the Delivery Date, that the Guarantor has complied with all agreements and
satisfied all conditions on its part to be performed or satisfied hereunder
at or prior to the Delivery Date, that no stop order suspending the
effectiveness of the Registration Statement is in effect and no proceedings
for that purpose are pending or are contemplated by the Commission and
that, subsequent to the date of the most recent financial statements
included or incorporated by reference in the Prospectus, there has been no
material adverse change in the financial condition or results of operations
of the Guarantor and its subsidiaries, taken as a whole, except as set
forth in or contemplated by the Prospectus.
(h) If the Prospectus contains a discussion of United States federal
income tax considerations with respect to the Securities, the Company shall
have furnished to the Representatives a letter of its United States tax
counsel, dated the Delivery Date, to the effect that (i) the Underwriters
may rely on the opinion of such counsel, filed as an exhibit to the
Registration Statement to the same extent as though it were dated the date
of such letter authorizing reliance, and (ii) such counsel has reviewed the
statements in the Prospectus under the caption "Certain United States
Federal Income Tax Considerations" and, insofar as they are, or refer to,
statements of United States law or legal conclusions, such statements are
accurate in all material respects
The Company and the Guarantor will furnish the Underwriters with such conformed
copies of such opinions, certificates, letters and documents as they reasonably
request.
In case any of the conditions specified above in this Section 5 shall not
have been fulfilled, this Agreement may be terminated by the Representatives by
delivering written notice of termination to the Company and the Guarantor. Any
such termination shall be without liability of any party to any other party
except to the extent provided in Sections 4(g), 7 and 8 hereof.
6. CONDITION OF THE OBLIGATIONS OF THE COMPANY AND THE GUARANTOR. The
obligations of the Company and the Guarantor to sell and deliver the Securities
and the Guarantees are subject to the following conditions precedent:
(a) No stop order suspending the effectiveness of the Registration
Statement or the Indenture shall have been issued and no proceedings for
those purposes shall have been instituted or, to the knowledge of the
Company, the Guarantor or any Underwriter, shall be contemplated by the
Commission.
(b) Concurrently with or prior to the delivery of the Securities and
the Guarantees to each Underwriter, the Company shall receive the full
purchase price specified in Schedule I hereto to be paid for the
Securities.
10
(c) The written information furnished to the Company and the Guarantor
by any Underwriter, or on behalf of any Underwriter by the Representatives,
specifically for use in the Prospectus as contemplated by Section 2 and
Section 7(b) shall be true and accurate in all material respects.
In case any of the conditions specified above in this Section 6 shall not
have been fulfilled, this Agreement may be terminated by the Company or the
Guarantor by delivering written notice of termination to the Representatives.
Any such termination shall be without liability of any party to any other party
except to the extent provided in Sections 4(g), 7 and 8 hereof.
7. INDEMNIFICATION AND CONTRIBUTION. (a) The Company and the Guarantor
jointly and severally will indemnify and hold harmless each Underwriter against
any losses, claims, damages or liabilities, joint or several, to which such
Underwriter may become subject, as incurred, under the 1933 Act or otherwise,
insofar as such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon any untrue statement or alleged untrue
statement of any material fact contained in the Registration Statement, the
Prospectus, or any amendment or supplement thereto, or any related preliminary
prospectus, or arise out of or are based upon the omission or alleged omission
to state therein a material fact required to be stated therein or necessary to
make the statements therein, in the light of the circumstances under which they
were made, not misleading, and will reimburse each Underwriter, as incurred, for
any legal or other expenses reasonably incurred by such Underwriter in
connection with investigating or defending any such loss, claim, damage,
liability or action or amounts paid in settlement of any litigation or
investigation or proceeding related thereto if such settlement is effected with
the written consent of the Company and the Guarantor; provided, however, that
the Company and the Guarantor will not be liable in any such case to the extent
that any such loss, claim, damage or liability arises out of or is based upon
any untrue statement or alleged untrue statement or omission or alleged omission
made in any of such documents in reliance upon and in conformity with written
information furnished to the Company or the Guarantor by any Underwriter, or on
behalf of any Underwriter by the Representatives, specifically for use therein
or in reliance upon and in conformity with the Statement of Eligibility of the
Trustee under the Indenture; and provided, further, that with respect to any
untrue statement or omission or alleged untrue statement or omission made in any
preliminary prospectus, the indemnity agreement contained in this paragraph (a)
shall not inure to the benefit of any Underwriter from whom the person asserting
any such losses, claims, damages or liabilities purchased the Securities
concerned, to the extent that any such loss, claim, damage or liability of such
Underwriter results from the fact that a copy of the Prospectus (excluding
material incorporated therein by reference) was not delivered to such person, if
such delivery was required by the 1933 Act, and such Prospectus corrected any
such untrue statement or omission or alleged untrue statement or omission.
(b) Each Underwriter will indemnify and hold harmless the Company and the
Guarantor against any losses, claims, damages or liabilities to which the
Company or the Guarantor may become subject, as incurred, under the 1933 Act or
otherwise, insofar as such losses, claims, damages or liabilities (or actions in
respect thereof arise out of or are based upon any untrue statement or alleged
untrue statement of any material fact contained in the Registration Statement,
the Prospectus or any amendment or supplement thereto, or any related
preliminary prospectus, or arise out of or are based upon the omission or the
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading, in each case to the extent, but only
to the extent, that such untrue statement or alleged untrue statement or
omission or alleged omission was made in reliance upon and in conformity with
written information furnished to the Company or the Guarantor by such
Underwriter, or on behalf of such Underwriter by the Representatives,
specifically for use therein, and will reimburse the Company and the Guarantor,
as incurred, for any legal or other expenses reasonably incurred by the Company
and the Guarantor in connection with investigating or defending any such loss,
claim, damage, liability or action.
(c) Promptly after receipt by an indemnified party under this Section of
notice of the commencement of any action, such indemnified party will, if a
claim in respect thereof is to be made against the indemnifying party under this
Section, notify the indemnifying party of the commencement thereof; but the
omission so to notify the
11
indemnifying party will not relieve it from any liability which it may have to
any indemnified party otherwise than under this Section. In case any such
action is brought against any indemnified party, and it notifies the
indemnifying party of the commencement thereof, the indemnifying party will be
entitled to participate therein and, to the extent that it may wish, jointly
with any other indemnifying party similarly notified, to assume the defense
thereof, with counsel satisfactory to such indemnified party (who shall not,
except with the consent of the indemnified party, be counsel to the indemnifying
party), and after notice from the indemnifying party to such indemnified party
of its election so to assume the defense thereof, the indemnifying party will
not be liable to such indemnified party under this Section for any legal or
other expenses subsequently incurred by such indemnified party in connection
with the defense thereof other than reasonable costs of investigation. The
indemnifying party or parties shall not be liable under this Agreement with
respect to any settlement made by any indemnified party or parties without prior
written consent by the indemnifying party or parties to such settlement.
(d)If the indemnification provided for in this Section 7 is unavailable or
insufficient to hold harmless an indemnified party under subsection (a) or (b)
above, then each indemnifying party shall contribute to the amount paid or
payable by such indemnified party as a result of the losses, claims, damages or
liabilities referred to in subsection (a) or (b) above, (i) in such proportion
as is appropriate to reflect the relative benefits received by the Company and
the Guarantor on the one hand and the Underwriters on the other from the
offering of the Securities or (ii) if the allocation provided by clause (i)
above is not permitted by applicable law, in such proportion as is appropriate
to reflect not only the relative benefits referred to in clause (i) above but
also the relative fault of the Company and the Guarantor on the one hand and the
Underwriters on the other in connection with the statements or omissions which
resulted in such losses, claims, damages or liabilities as well as any other
relevant equitable considerations. The relative benefits received by the
Company and the Guarantor on the one hand and the Underwriters on the other
shall be deemed to be in the same proportion as the total net proceeds from the
offering (before deducting expenses) received by the Company bear to the total
underwriting discounts and commissions received by the Underwriters. The
relative fault shall be determined by reference to, among other things, whether
the untrue or alleged untrue statement of a material fact or the omission or
alleged omission to state a material fact relates to information supplied by the
Company and the Guarantor or the Underwriters and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
untrue statement or omission. The amount paid by an indemnified party as a
result of the losses, claims, damages or liabilities referred to in the first
sentence of this subsection (d) shall be deemed to include any legal or other
expenses reasonably incurred by such indemnified party in connection with
investigating or defending any action or claim which is the subject of this
subsection (d). Notwithstanding the provisions of this subsection (d), no
Underwriter shall be required to contribute any amount in excess of the amount
by which the total price at which the Securities underwritten by it and
distributed to the public were offered to the public exceeds the amount of any
damages which such Underwriter has otherwise been required to pay by reason of
such untrue or alleged untrue statement or omission or alleged omission. No
person guilty of fraudulent misrepresentation (with the meaning of Section 11
(f) of the ▇▇▇▇ ▇▇▇) shall be entitled to contribution from any person who was
not guilty of such fraudulent misrepresentation. The Underwriters' obligations
in this subsection (d) to contribute are several in proportion to their
respective underwriting obligations and not joint.
(e)The obligations of the Company and the Guarantor under this Section 7
shall be in addition to any liability which the Company or the Guarantor may
otherwise have and shall extend, upon the same terms and conditions, to each
person, if any, who controls any Underwriter within the meaning of the 1933 Act
or the 1934 Act; and the obligations of the Underwriters under this Section 7
shall be in addition to any liability which the respective Underwriters may
otherwise have and shall extend, upon the same terms and conditions, to each
director of the Company and the Guarantor, to each officer of the Company or the
Guarantor who has signed the Registration Statement and to each person, if any,
who controls the Company or the Guarantor within the meaning of the 1933 Act or
the 1934 Act.
8. SURVIVAL OF CERTAIN REPRESENTATIONS AND OBLIGATIONS. The respective
indemnities, agreements, representations, warranties and other statements of the
Company, the Guarantor or their officers and of the several Underwriters set
forth in or made pursuant to this Agreement will remain in full force and
effect, regardless of any
12
investigation, or statement as to the results thereof, made by or on behalf of
any Underwriter, the Company or the Guarantor or of any of their officers or
directors or any controlling person, and will survive delivery of and payment
for the Securities. If the purchase of the Securities by the Underwriters is
not consummated for any reason other than a default by one or more of the
Underwriters, the Company and the Guarantor shall remain responsible for the
expenses to be paid or reimbursed by them pursuant to Section 4(g), the
respective obligations of the Company, the Guarantor and the Underwriters
pursuant to Section 7 shall remain in effect, and the Company and the Guarantor
will reimburse the Representatives for the reasonable out-of-pocket expenses of
the Underwriters, not exceeding $75,000, and for the fees and disbursements of
Underwriters' Counsel, the Underwriters agreeing to pay such expenses, fees and
disbursements in any other event. In no event will the Company or the Guarantor
be liable to any of the Underwriters for damages on account of loss of
anticipated profits.
9. NOTICES. All communications hereunder will be in writing and, if sent
to the Underwriters will be mailed, delivered or telecopied and confirmed to the
Representatives at their addresses specified in Schedule I hereto for the
purpose of communications hereunder or, if sent to the Company or the Guarantor,
will be mailed, delivered or telecopied and confirmed to each of them at ▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: Treasurer.
10. SUCCESSORS. This Agreement will inure to the benefit of and be binding
upon the parties hereto and their respective successors and the officers and
directors and controlling persons referred to in Section 7, and no other person
will have any right or obligation hereunder.
11. CONCERNING LAW. The validity and interpretation of this Agreement
shall be governed by the laws of the State of New York.
12. DEFAULT BY UNDERWRITERS. If any Underwriter defaults in the
performance of its obligations under this Agreement, the remaining
non-defaulting Underwriters shall be obligated to purchase the Securities which
the defaulting Underwriter agreed but failed to purchase in the respective
proportions which the principal amount of Securities set forth in Schedule II
hereto to be purchased by each remaining non-defaulting Underwriter set forth
therein bears to the aggregate principal amount of Securities set forth therein
to be purchased by all the remaining non-defaulting Underwriters; provided that
the remaining non-defaulting Underwriters shall not be obligated to purchase any
amount of Securities if the aggregate principal amount of Securities which the
defaulting Underwriter or Underwriters agreed but failed to purchase exceeds
one-tenth of the total principal amount of Securities, and any remaining
non-defaulting Underwriter shall not be obligated to purchase additional
Securities in an amount of more than one-ninth of the principal amount of
Securities set forth in Schedule II hereto to be purchased by it. If the
foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or
those other underwriters satisfactory to the Representatives who so agree, shall
have the right, but shall not be obligated, to purchase, in such proportion as
may be agreed upon among them, all the Securities. If the remaining
Underwriters or other underwriters satisfactory to the Representatives do not
elect to purchase the Securities which the defaulting Underwriter or
Underwriters agreed but failed to purchase, this Agreement shall terminate
without liability on the part of any non-defaulting Underwriter, the Company or
the Guarantor, except that the Company and the Guarantor will continue to be
liable for the payment of expenses as set forth in Sections 4(g) and 8 hereof.
Nothing contained in this Section 12 shall relieve a defaulting Underwriter
of any liability it may have to the Company or the Guarantor for damages caused
by its default. If other underwriters are obligated or agree to purchase the
Securities of a defaulting or withdrawing Underwriter, either the
Representatives or the Company may postpone the Delivery Date for up to seven
full business days in order to effect any changes that in the opinion of counsel
for the Company or Underwriters' Counsel may be necessary in the Registration
Statement, any prospectus or in any other document or arrangement.
13. TERMINATION. This Agreement shall be subject to termination in the
absolute discretion of the Representatives, by notice given to the Company and
the Guarantor prior to delivery of and payment for the
13
Securities, if prior to such time (i) there has been, since the respective dates
as of which information is given in the Registration Statement, any change in
the financial condition of the Company or of the Guarantor and its subsidiaries,
taken as a whole, or in the earnings, affairs or business prospects of the
Company or of the Guarantor and its subsidiaries, taken as a whole, whether or
not arising in the ordinary course of business, the effect of which is, in the
judgment of the Representatives, so material and adverse as to make it
impracticable to market the Securities or enforce contracts for the sale
thereof, (ii) trading in the Company's or the Guarantor's securities shall have
been suspended by the Commission or the New York Stock Exchange or trading in
securities generally on the New York Stock Exchange shall have been suspended or
limited or minimum prices shall have been established on such Exchange, (iii) a
banking moratorium shall have been declared either by federal or New York State
authorities, (iv) there shall have occurred any material adverse change in the
financial markets of the United States or any outbreak or material escalation of
hostilities or other calamity or crisis the effect of which on the financial
markets of the United States is such as to make it, in the judgment of the
Representatives, impracticable to market the Securities or enforce contracts for
the sale thereof, or (v) any rating of any debt securities of the Company or of
the Guarantor shall have been lowered by ▇▇▇▇▇'▇ Investors Services, Inc.
("Moody's") or Standard & Poor's Ratings Group ("S&P") or either Moody's or S&P
shall have publicly announced that it has any such debt securities under
consideration for possible downgrade.
14. EXECUTION IN COUNTERPARTS. This Agreement may be executed in
counterparts, each of which shall be an original and all of which shall
constitute but one and the same instrument.
14
If the foregoing is in accordance with your understanding of our agreement,
kindly sign and return to us the enclosed duplicate hereof, whereupon it will
become a binding agreement among the Company, the Guarantor and the Underwriters
in accordance with its terms.
Very truly yours,
U S WEST CAPITAL FUNDING, INC.
BY
-------------------------------
Name:
Title:
U S WEST, INC.
BY
-------------------------------
Name:
Title:
The foregoing Underwriting Agreement is
hereby confirmed and accepted as of the
date first above written.
▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇
INCORPORATED
▇▇▇▇▇▇ BROTHERS INC.
▇▇▇▇▇▇▇, ▇▇▇▇▇ & CO.
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & CO. INCORPORATED
SALOMON BROTHERS INC
▇.▇. ▇▇▇▇▇▇ SECURITIES INC.
BY: ▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇
INCORPORATED
BY
----------------------------------
Authorized Signatory
15
SCHEDULE I
Underwriting Agreement dated January 16, 1997
Registration Statement Nos. 333-14865, ▇▇▇-▇▇▇▇▇-▇▇, 33-50049 and ▇▇-▇▇▇▇▇-▇▇
Representatives and Addresses:
▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇
Incorporated: World Financial Center
North Tower - 29th Floor
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇▇ Brothers Inc.: 3 World Financial Center
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co.: ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co.
Incorporated: ▇▇▇▇ ▇▇▇▇▇▇▇▇
Attention: ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Salomon Brothers Inc: ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇.▇. ▇▇▇▇▇▇ Securities Inc.: ▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Securities:
2002 Notes
Designation: 6.85% Notes due January 15, 2002
Principal Amount: $600,000,000
Indenture dated as of April 15, 1988, as amended, among U S WEST Capital
Funding, Inc., U S WEST, Inc. and First National Bank of Santa Fe (formerly
Banquest/First National Bank of Santa Fe), as Trustee.
Date of Maturity: January 15, 2002
Interest Rate: 6.85% per annum, payable semiannually in
arrears on January 15 and July 15 of
each year, commencing July 15, 1997.
Price to Public: 99.961% of the principal amount thereof
($599,766,000), plus accrued interest,
if any, from January 22, 1997.
Purchase Price: 99.361% of the principal amount thereof
($596,166,000).
Redemption Provisions: Not redeemable at the option of U S WEST
Capital Funding, Inc.
Holders' Optional
Repayment Provisions: Not repayable at the option of the
holders.
Form and Authorized
Denominations: Registered--$1,000 and multiples
thereof.
Stock Exchange Listing: None
2007 Notes
Designation: 7.30% Notes due January 15, 2007
Principal Amount: $1,100,000,000
Indenture dated as of April 15, 1988, as amended, among U S WEST Capital
Funding, Inc., U S WEST, Inc. and First National Bank of Santa Fe (formerly
Banquest/First National Bank of Santa Fe), as Trustee.
Date of Maturity: January 15, 2007
Interest Rate: 7.30% per annum, payable January 15 and
July 15 of each year, commencing July
15, 1997.
Price to Public: 99.849% of the principal amount thereof
($1,098,339,000), plus accrued interest,
if any, from January 22, 1997.
Purchase Price: 99.199% of the principal amount thereof
($1,091,189,000).
Redemption Provisions: Not redeemable at the option of U S WEST
Capital Funding, Inc.
Holders' Optional
Repayment Provisions: Not repayable at the option of the
holders.
Form and Authorized
Denominations: Registered--$1,000 and multiples
thereof.
Stock Exchange Listing: None
2027 Debentures
Designation: 7.90% Debentures due February 1, 2027
Principal Amount: $1,100,000,000
Indenture dated as of April 15, 1988, as amended, among U S WEST Capital
Funding, Inc., U S WEST, Inc. and First National Bank of Santa Fe (formerly
Banquest/First National Bank of Santa Fe), as Trustee.
Date of Maturity: February 1, 2027
Interest Rate: 7.90% per annum, payable February 1 and
August 1 of each year, commencing August
1, 1997.
Price to Public: 100% of the principal amount thereof
($1,100,000,000), plus accrued interest,
if any, from January 22, 1997.
Purchase Price: 99.125% of the principal amount thereof
($1,090,375,000).
Redemption Provisions: Not redeemable at the option of U S WEST
Capital Funding, Inc.
Holders' Optional
Repayment Provisions: Not repayable at the option of the
holders.
Form and Authorized
Denominations: Registered--$1,000 and multiples
thereof.
Stock Exchange Listing: None
2032 Debentures
Designation: 8.15% Debentures due February 1, 2032
Principal Amount: $200,000,000
Indenture dated as of April 15, 1988, as amended, among U S WEST Capital
Funding, Inc., U S WEST, Inc. and First National Bank of Santa Fe (formerly
Banquest/First National Bank of Santa Fe), as Trustee.
Date of Maturity: February 1, 2032
Interest Rate: 8.15% per annum, payable February 1 and
August 1 of each year, commencing August
1, 1997.
Price to Public: 100% of the principal amount thereof
($200,000,000), plus accrued interest,
if any, from January 22, 1997.
Purchase Price: 99.125% of the principal amount thereof
($198,250,000).
Redemption Provisions: The 2032 Debentures are not redeemable
prior to February 1, 2007. On or after
February 1, 2007 and prior to maturity,
Capital Funding, at its option, may
redeem all or, from time to time, any
part of the 2032 Debentures on at least
30 days but not more than 90 days
notice, as provided in the Indenture, at
the following redemption prices
(expressed
in percentages of the principal amount)
during the 12-month periods beginning
February 1,
2007 ........................ 104.075%
2008 ........................ 103.668%
2009 ........................ 103.260%
2010 ........................ 102.853%
2011 ........................ 102.445%
2012 ........................ 102.038%
2013 ........................ 101.630%
2014 ........................ 101.223%
2015 ........................ 100.815%
2016 ........................ 100.408%
and thereafter at 100%, together in each
case with accrued interest to the date
fixed for redemption.
Holders' Optional
Repayment Provisions: Not repayable at the option of the
holders.
Form and Authorized
Denominations: Registered--$1,000 and multiples
thereof.
Stock Exchange Listing: None
2037 Debentures
Designation: 6.95% Debentures due January 15, 2037
Principal Amount: $600,000,000
Indenture dated as of April 15, 1988, as amended, among U S WEST Capital
Funding, Inc., U S WEST, Inc. and First National Bank of Santa Fe (formerly
Banquest/First National Bank of Santa Fe), as Trustee.
Date of Maturity: January 15, 2037
Interest Rate: 6.95% per annum, payable January 15 and
July 15 of each year, commencing July
15, 1997.
Price to Public: 99.8% of the principal amount thereof
($598,800,000), plus accrued interest,
if any, from January 22, 1997.
Purchase Price: 99.175% of the principal amount thereof
($595,050,000).
Redemption Provisions: Not redeemable at the option of U S WEST
Capital Funding, Inc.
Holders' Optional
Repayment Provisions: The 2037 Debentures are repayable, at
the option of the registered holders
thereof, in whole or in part, on January
15, 2004, at a price equal to 100% of
their principal amount plus all accrued
interest thereon to January 15, 2004, on
the terms and conditions set forth in
the
Prospectus Supplement dated January 16,
1997 (the "Prospectus Supplement").
Form and Authorized
Denominations: Registered--$1,000 and multiples
thereof.
Stock Exchange Listing: None
2097 Debentures
Designation: 7.95% Debentures due February 1, 2097
Principal Amount: $500,000,000
Indenture dated as of April 15, 1988, as amended, among U S WEST Capital
Funding, Inc., U S WEST, Inc. and First National Bank of Santa Fe (formerly
Banquest/First National Bank of Santa Fe), as Trustee.
Date of Maturity: February 1, 2097
Interest Rate: 7.95% per annum, payable February 1 and
August 1 of each year, commencing August
1, 1997.
Price to Public: 99% of the principal amount thereof
($495,000,000), plus accrued interest,
if any, from January 22, 1997.
Purchase Price: 97.875% of the principal amount thereof
($489,375,000).
Conditional Right to
Advance Maturity and
Tax Event Redemption: Upon the occurrence of a Tax Event (as
defined in the Prospectus Supplement,
Capital Funding will have the right,
upon the terms and subject to the
conditions described in the Prospectus
Supplement, to advance the maturity date
of the 2097 Debentures to the minimum
extent required in order to allow for
the payments of interest in respect of
the 2097 Debentures to be deductible
(such action being referred to as a "Tax
Event Maturity Advancement").
Notwithstanding the foregoing, if a Tax
Event occurs and in the opinion of
nationally recognized independent tax
counsel experienced in such matters,
there would in all cases, after
effecting a Tax Event Maturity
Advancement, be more than an
insubstantial risk that interest payable
by Capital Funding on the 2097
Debentures is not, or will not be,
deductible, in whole or in part, by
Capital Funding for federal income tax
purposes, Capital Funding will have the
right, within 90 days following the
occurrence of such Tax Event, to redeem
the 2097 Debentures in whole (but not in
part) at a redemption price equal to the
greater of (i) 100% of the principal
amount of such 2097 Debentures or (ii)
the sum, as determined by a Quotation
Agent (as defined in the Prospectus
Supplement), of the present values of
the principal amount and the remaining
scheduled payments of interest from the
redemption date to February 1, 2097, in
each case discounted to the redemption
date on a semi-annual basis (assuming a
360-day year consisting of 30-day
months) at the Adjusted Treasury Rate
(as defined
in the Prospectus Supplement), plus, in
each case, accrued interest thereon to
the date of redemption.
Holders' Optional
Repayment Provisions: Not repayable at the option of the
holders.
Form and Authorized
Denominations: Registered--$1,000 and multiples
thereof.
Stock Exchange Listing: None
Delivery Date, Time January 22, 1997 at 9:00 A.M., New York
and Location: time, at the office of ▇▇▇▇▇ & ▇▇▇▇ LLP,
New York, New York.
SCHEDULE II
PRINCIPAL PRINCIPAL PRINCIPAL PRINCIPAL PRINCIPAL PRINCIPAL
AMOUNT OF AMOUNT OF AMOUNT OF AMOUNT OF AMOUNT OF AMOUNT OF
2002 2007 2027 2032 2037 2097
UNDERWRITER NOTES NOTES DEBENTURES DEBENTURES DEBENTURES DEBENTURES
----------- ------------ -------------- -------------- ------------ ------------ ------------
▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇
Incorporated . . . . . . . . . . . . $114,000,000 $209,000,000 $209,000,000 $38,000,000 $114,000,000 $95,000,000
▇▇▇▇▇▇ Brothers Inc. . . . . . . . . . . . 114,000,000 209,000,000 209,000,000 38,000,000 114,000,000 95,000,000
▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co. . . . . . . . . . . . 114,000,000 209,000,000 209,000,000 38,000,000 114,000,000 95,000,000
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated . . . . . 114,000,000 209,000,000 209,000,000 38,000,000 114,000,000 95,000,000
Salomon Brothers Inc . . . . . . . . . . . 114,000,000 209,000,000 209,000,000 38,000,000 114,000,000 95,000,000
▇.▇. ▇▇▇▇▇▇ Securities Inc. . . . . . . . . 30,000,000 55,000,000 55,000,000 10,000,000 30,000,000 25,000,000
------------ -------------- -------------- ------------ ------------ ------------
Total . . . . . . . . . . . . . . . . . . .$600,000,000 $1,100,000,000 $1,100,000,000 $200,000,000 $600,000,000 $500,000,000
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