CenturyLink Investment Management Co – ‘DEFA14A’ on 9/17/99

On:  Friday, 9/17/99   ·   Accession #:  1047469-99-36152   ·   File #:  1-14087

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

Additional Definitive Proxy Solicitation Material   —   Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: DEFA14A     Additional Definitive Proxy Solicitation Material     11     35K 

Document Table of Contents

DEFA14A
1st Page of 11
TOC
↑Top
Previous
Next
↓Bottom
Just 1st
 
SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.    ) 

Filed by the Registrant /X/                                             
Filed by a Party other than the Registrant / /                          

Check the appropriate box:                                              
/ /  Preliminary Proxy Statement                                        
/ /  Confidential, for Use of the Commission Only (as permitted by Rule 
14a-6(e)(2))                                                  
/ /  Definitive Proxy Statement                                         
/X/  Definitive Additional Materials                                    
/ /  Soliciting Material Pursuant to Section240.14a-11(c) or            
Section240.14a-12                                             

                      U S WEST, INC.
--------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):                              

/X/  No fee required.                                                           
/ /  Fee computed on table below per Exchange Act Rules 14a-6(i)(1)             
and 0-11.                                                             
(1) Title of each class of securities to which transaction applies:   
         -----------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:      
         -----------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed  
       pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):    
         -----------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:                  
         -----------------------------------------------------------------------
(5) Total fee paid:                                                   
         -----------------------------------------------------------------------
/ /  Fee paid previously with preliminary materials.                            
/ /  Check box if any part of the fee is offset as provided by Exchange Act Rule
  0-11(a)(2) and identify the filing for which the offsetting fee was paid
    previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.                   
(1) Amount Previously Paid:                                           
         -----------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:                     
         -----------------------------------------------------------------------
(3) Filing Party:                                                     
         -----------------------------------------------------------------------
(4) Date Filed:                                                       
         -----------------------------------------------------------------------

DEFA14A
2nd Page of 11
TOC
1st
Previous
Next
↓Bottom
Just 2nd
Merger Information                                                              

[U S WEST LOGO]                                                                 

[Qwest LOGO]                                                                    

[GRAPHICS: PHOTOS OF A TELEPHONE, A WRITING ELEMENT IN HAND, A LAP-TOP          
COMPUTER, AND A WOMAN]                                                          

Vote for the merger of U S WEST and Qwest Communications to create a            
telecommunications powerhouse for the new millennium                            

DEFA14A
3rd Page of 11
TOC
1st
Previous
Next
↓Bottom
Just 3rd
[PHOTO OF SOL TRUJILLO]                                                         

Dear Fellow Shareowners:                                                        

On July 18, we announced our intent to merge with Qwest Communications.  The    
shareowner meeting to approve the merger is on November 2, 1999.                

This strategic merger will create an aggressive competitor that will offer      
customers in the U.S. and around the world more choice and greater access to    
next-generation broadband Internet and telecommunications services.  The        
combined company will create solid growth for shareowners and reliable,         
unique solutions for residential and business customers.  Together, Qwest and   
U S WEST will create a telecommunications powerhouse with end-to-end reach,     
innovative products, integrated wireline and wireless services, and cutting     
edge broadband and Internet capabilities.                                       

While the merger is subject to regulatory approvals that do not contain         
significant conditions, your U S WEST Board of Directors believes that the      
merger is in the best interest of U S WEST and its shareowners.  It             
unanimously recommends a vote FOR approval of the merger.                       

The enclosed joint proxy provides a comprehensive review of the proposed        
merger.  I urge you to read it carefully and vote your proxy.  To approve the   
merger agreement, we must receive the affirmative votes of the owners of a      
majority of the outstanding common stock of U S WEST.  Not voting or            
abstaining has the same effect as a vote against the merger.  This brochure     
provides an overview of the merger and its resulting benefits.  I hope you      
find it useful.  If you have questions, please call 1-800-735-3568.             

Sincerely,                                                                      

/S/ SOLOMON D. TRUJILLO                                                         

Solomon D. Trujillo                                                             
Chairman, President and CEO                                                     
U S WEST, Inc.                                                                  

Please Note:  This brochure is not part of the Joint Proxy                      
Statement/Prospectus of Qwest and U S WEST, and is qualified by reference to    
that document.  This insert does not contain all the information that is        
important to you in deciding whether to approve the merger.  You should         
review the Joint Proxy Statement/Prospectus carefully before making any         
decision regarding the merger.                                                  

DEFA14A
4th Page of 11
TOC
1st
Previous
Next
↓Bottom
Just 4th
A telecommunications powerhouse for the new millennium                          

ABOUT U S WEST                                                                  

[U S WEST Logo]                                                                 

NYSE symbol: USW                                                                

Headquarters: Denver, Colorado                                                  

More than 25 million customers                                                  

55,000 + employees                                                              

1.7 million-mile fiber optic network connecting customers in 14 states          

BUSINESSES:                                                                     
- Voice                                                                         
- Data                                                                          
- Internet                                                                      
- PCS Wireless                                                                  
- Directories                                                                   
- Video                                                                         

1999 Est. Revenues:  $13.2 billion                                              

Shares Outstanding:  505 million                                                

ABOUT QWEST                                                                     

[QWEST LOGO]                                                                    

NASDAQ symbol:  QWST                                                            

Headquarters:  Denver, Colorado                                                 

4 million customers worldwide                                                   

9,300 employees                                                                 

1.3 million-fiber-mile network connecting customers throughout the world,       
including an 18,815-U.S.-route mile network, an 8,100-mile Pan-European         
network (through KPNQwest joint venture), and fiber networks in Mexico and to   
Japan.                                                                          

BUSINESSES:                                                                     
- Broadband Internet-based data, voice, image communications                    
- Internet-based, end-to-end application services, hosting and management       
solutions                                                                   

1999 Est. Revenues:  $3.6 billion                                               

Shares Outstanding:  746 million                                                

[MAP OF  U S WEST REGION, QWEST FIBER NETWORK, AND UNDERSEA CAPACITY]           

COMBINED COMPANY PROFILE                                                        

EQUITY VALUE                                                                    

U S WEST $36.5B                                                                 
($69.00/share transaction value)                                                

Qwest $28.5B                                                                    
($35.00/share as of 7/16/99)                                                    

Combined $65.0B                                                                 

REVENUE (1999 EST.)                                                             

U S WEST $13.2B                                                                 

Qwest $3.6B                                                                     

Combined $16.8B                                                                 

REVENUE GROWTH RATE                                                             
(99 est. vs. 98)                                                                

U S WEST 6.5%                                                                   

Qwest 21% (pro forma)                                                           

Combined 15-17% target                                                          
(2000-2005 CAGR)                                                                

FIBER MILES                                                                     

U S WEST 1.7M U.S.                                                              

Qwest 1.3M worldwide                                                            

Combined 3.0M worldwide                                                         

DEFA14A
5th Page of 11
TOC
1st
Previous
Next
↓Bottom
Just 5th
ANTICIPATED BENEFITS OF A U S WEST/QWEST COMBINATION  

Qwest and U S WEST will:                                                        

- Be an aggressive competitor, offering more choice and greater access to       
next-generation broadband Internet and telecommunications services.         

- Create a targeted compounded annual revenue growth rate of approximately      
15-17 percent and a targeted compounded annual EBITDA growth rate of        
approximately 20 percent from 2000-2005.                                    

- Create a telecommunications powerhouse with end-to-end reach, innovative      
solutions and integrated wired and wireless capabilities.                   

- Create a benchmark, large-cap growth company for the new millennium.          

- Realize net synergies of $10.5 to $11 billion from 2000-2005, following       
completion of the merger.                                                   

- Link one of the nation's most advanced fiber-optic networks to 29 million     
 customers-with more bandwidth than the AT&T, Sprint and MCI WorldCom networks
combined.                                                                   

DEFA14A
6th Page of 11
TOC
1st
Previous
Next
↓Bottom
Just 6th
QUESTIONS AND ANSWERS 
ABOUT THE MERGER OF U S WEST AND QWEST  

WHAT AM I BEING ASKED TO VOTE FOR?                                              

You are being asked to approve the merger between U S WEST, Inc. and Qwest      
Communications International Inc., announced on July 18, 1999.  We believe      
that this strategic merger will create an aggressive competitor capable of      
offering customers in the U.S. and worldwide more choice and greater access     
to next-generation broadband Internet and telecommunications services.          

WHY SHOULD I VOTE FOR THE MERGER?                                               

Your board and management believe that the merger of U S WEST and Qwest will    
enable both companies to achieve their mutual goals more quickly than either    
company could on its own.  We believe that the merger will create a stronger    
competitor in the communications/Internet sector and will provide significant   
value for our shareowners, employees and customers                              

HOW WILL I BENEFIT AS A SHAREOWNER?                                             

We expect the combined company to realize synergies that will speed our         
ability to compete effectively at the top tier of the telecommunications        
industry.  Among other benefits, the merger is expected to create a stronger,   
larger company with:                                                            

- $18.5 billion pro forma year-2000 revenue                             
- $7.4 billion pro forma year-2000 EBITDA (earnings before interest,    
taxes, depreciation and amortization)                               
- net synergies of approximately $10.5 billion to $11 billion from      
2000-2005                                                           

The combined company will offer innovative products and end-to-end integrated   
wireline and wireless services and broadband Internet capabilities.             

WHAT WILL U S WEST SHAREOWNERS RECEIVE FOR THEIR SHARES?                        

As of the effective date of the merger, U S WEST shareowners will receive a     
number of shares of Qwest common stock equal to $69.  This consideration is     
subject to a collar and could include a cash component.  Please refer to        
Chapter One of the Joint Proxy Statement/Prospectus under the heading           
"Merger Consideration" for a full explanation of the consideration to be        
received in the merger.                                                         

WHAT HAPPENS TO MY FUTURE DIVIDENDS?                                            

This merger is about growth.  We believe it will deliver greater shareowner     
value in the long term.  U S WEST currently intends to pay dividends            
consistent with its current practice until the merger closes.  After the        
close, Qwest initially intends to pay a quarterly dividend equal to $0.0125     
per share.  Please note the dividend policy at U S WEST prior to the merger,    
and Qwest after the merger, is subject to change by either company consistent   
with the terms of the merger agreement.  The combined company intends to        
capitalize on the tremendous growth opportunities in the                        
communications/Internet sector by retaining a large portion of its earnings     
to reinvest in its businesses.  We believe we                                   

DEFA14A
7th Page of 11
TOC
1st
Previous
Next
↓Bottom
Just 7th
can achieve greater long-term shareowner value by reinvesting earnings.         
Reducing the dividend will help free up more than $1 billion annually to grow   
the business.                                                                   

WHAT ARE THE TAX CONSEQUENCES OF THE MERGER TO SHAREOWNERS?                     

As a general rule, holders of U S WEST common stock will not realize any gain   
or loss for federal income tax purposes for the Qwest shares they receive in    
the merger.  However, shareowners may realize a gain or loss on the cash        
portion if Qwest and U S WEST elect to pay a portion of the merger              
consideration in cash.  This is possible if Qwest's average price is less       
than $38.70 at the close of the transaction.  Specific information about        
federal income tax consequences of the merger to U S WEST shareowners can be    
found in Chapter One of the Proxy Statement/Prospectus under the heading        
"Material Federal Income Consequences of the Merger."                           

WHEN DO YOU EXPECT THE MERGER TO BE COMPLETED?                                  

We hope to complete the merger by mid-year 2000.  In addition to shareowner     
approvals, we must also obtain regulatory approvals at the Federal              
Communications Commission and in a number of states.                            

WHAT DO I NEED TO DO NOW?                                                       

You can vote in one of four ways:                                               

- by telephone                                                          
- through the mail                                                      
- via the Internet                                                      
- in person at the meeting                                              

In order to assure that we obtain your vote, please vote now even if you plan   
to attend the meeting in person.  (See your proxy card for instructions.)       

WHAT HAPPENS IF I DON'T VOTE?                                                   

To approve the merger agreement, we must receive the affirmative votes of the   
owners of a majority of the outstanding common stock of U S WEST.  Not voting   
or abstaining has the same effect as a vote against the merger.                 

WHAT IS GOING TO MAKE THE COMPANY A TELECOMMUNICATIONS POWERHOUSE?              

Due to recent competitive, technological and regulatory changes within our      
industry, the most effective competitors will be those companies that offer     
the most complete array of products and services without geographic             
limitations.  We expect to bring together Qwest's advanced network and          
broadband Internet service capability with U S WEST's innovative local          
communications and broadband Internet access capability to form the benchmark   
large-capitalization growth company in the communications/Internet sector for   
the new millennium.                                                             

DEFA14A
8th Page of 11
TOC
1st
Previous
Next
↓Bottom
Just 8th
IMPORTANT SHAREOWNER INFORMATION                                                

Dividend Change                                                                 

The merger agreement calls for a reduction in the dividend paid to U S WEST     
shareowners.  The existing $0.535 per share quarterly dividend of U S WEST      
will be reduced to $0.0125 per share for the combined company upon closing.     
This will have the effect of shifting the return on your investment from        
dividend income to capital appreciation.                                        

Both U S WEST and Qwest stocks have shown great price appreciation since        
1997--with U S WEST rising approximately 90 percent since Jan. 1, 1997, and     
Qwest rising more than 400 percent since going public in June 1997.  Prior to   
closing, we currently intend to continue paying the existing $0.535 per share   
quarterly dividend.                                                             

Please note that the dividend policy at U S WEST prior to the merger, and       
Qwest after the merger, is subject to change by either company consistent       
with the terms of the merger agreement.                                         

DEFA14A
9th Page of 11
TOC
1st
Previous
Next
↓Bottom
Just 9th
MERGER TERMS AND IMPORTANT INFORMATION                                          

U S WEST shareowners will receive shares of Qwest common stock in exchange      
for their U S WEST shares in an amount equal to $69.  This consideration is     
subject to a "collar", as illustrated below, and may include a cash             
component.  For example, if Qwest's stock price is $34.50 at the close          
(within the collar), U S WEST shareowners would receive two Qwest shares for    
each U S WEST share, subject to a cash component.  During August 1999, U S      
WEST stock traded between $57.625 and $52.25 per share.  Based on this share    
price, the $69 price per U S WEST share under the merger agreement represents   
between a 17 and 24 percent premium to U S WEST's trading price in August.      
Please refer to Chapter One of the Joint Proxy Statement / Prospectus under     
the heading "Merger Consideration" for a full explanation of the                
consideration to be received in the merger.                                     

EXPLANATION OF "THE COLLAR"                                                     

[LINE GRAPH DESCRIBING U S WEST'S PER SHARE VALUE AND QWEST'S AVERAGE           
PRICE CONCERNING "THE COLLAR".]                                                 

Notes:                                                                          

1.  The number of Qwest shares to be issued for each U S WEST share will be     
determined by dividing $69 by the average of the daily volume weighted  
  average prices of Qwest common stock for 15 randomly selected trading days
over a 30-day measurement period ending 3 days before closing the       
transaction.                                                            

2.  Part of Qwest's obligation to shareowners may be satisfied with cash if     
Qwest's average price is below $38.70 per share.                        

3.  U S WEST may terminate the merger agreement if the closing price of         
Qwest's shares is below $22 for 20 consecutive trading days before the  
    closing or if the average Qwest share price during the measurement period is
less than $22.                                                          

DEFA14A
10th Page of 11
TOC
1st
Previous
Next
↓Bottom
Just 10th
A LARGE-CAP TELECOMMUNICATIONS COMPANY POSITIONED FOR GROWTH                    

The merger creates a new, combined $65 billion company (based on the July 16,   
1999 Qwest closing price and U S WEST's $69-per-share transaction value) with   
approximately 64,000 employees, more than 29 million customers, and 3.0         
million worldwide fiber miles.                                                  

The new entity will have an "Office of the Chairman", represented by three      
leaders.  Philip F. Anschutz will serve as non-executive Chairman.  Joseph P.   
Nacchio will continue as Chairman and CEO of Qwest.  Solomon D. Trujillo, now   
Chairman, President and CEO of U S WEST, will be a Chairman of Qwest and        
President of the combined company's broadband local and wireless division.      

The combined company will be called Qwest Communications International Inc.     
and will be listed on the Nasdaq National Market under the trading symbol       
"QWST".                                                                         

The merger vote will take place at the U S WEST shareowner meeting at New       
York City's Equitable Building at 9 a.m. on November 2, 1999.                   

INFORMATION REGARDING FORWARD-LOOKING STATEMENTS                                

Some of the information presented in this brochure or incorporated by           
reference constitutes "forward-looking statements" within the meaning of        
the Private Securities Litigation Reform Act of 1995.  Please refer to          
Chapter Four of the Proxy Statement / Prospectus under the heading              
"Information Regarding Forward-Looking Statements" for a discussion of          
factors that could cause actual results to differ from expectations.  Please    
also refer to Chapter One of the Proxy Statement / Prospectus under the         
heading "Risk Factors" for a discussion of risk factors.                        

These materials include analysts' estimates and other information prepared by   
third parties for which the companies assume no responsibility.  The            
companies undertake no obligation to review or confirm analysts' expectations   
or estimates or to release publicly any revisions to any forward-looking        
statements to reflect events or circumstances after the date hereof or to       
reflect the occurrence of unanticipated events.                                 

For answers to other questions or for more information, please refer to your    
proxy, or call our proxy solicitor, D.F. King & Co., Inc., at 1-800-735-3568.   

A roadmap to completion                                                         

July 18                                                                         
Qwest Communications and U S WEST announce strategic merger to create $65       
billion worldwide company                                                       

August 13                                                                       
Qwest Communications and U S WEST make key federal filings for merger approval  

August 19                                                                       
SEC decides not to review Proxy Statement / Prospectus                          

Late August/Early September                                                     
Qwest, U S WEST file with FCC and seven states for approval of the merger       

Early September                                                                 
U.S. Department of Justice grants anti-trust approval                           

September                                                                       
Proxy mailed to U S WEST shareowners                                            

November 2                                                                      
Qwest and U S WEST hold shareowner meetings                                     

Mid-2000                                                                        
Anticipated completion of merger*                                               

Mid-2000                                                                        
Distribution of new Qwest shares to U S WEST shareowners                        

*Pending regulatory approvals that do not contain significant conditions.       

DEFA14A
Last Page of 11
TOC
1st
Previous
Next
↓Bottom
Just 11th
After careful review and consideration, your Board of Directors has             
unanimously approved the Merger Agreement, and recommends a vote FOR approval   
of the merger.                                                                  

We urge you to carefully review the Joint Proxy Statement/Prospectus and then   
vote FOR, sign and date the enclosed proxy card and return it today in the      
postage-paid envelope provided.  Remember, not voting or abstaining will have   
the same effect as voting against the merger.                                   

[GRAPHICS: PHOTOS OF A TELEPHONE, A WRITING ELEMENT IN HAND, A LAP-TOP          
COMPUTER, AND A WOMAN]                                                          

[U S WEST LOGO]                                                                 

[QWEST LOGO]                                                                    

IMPORTANT VOTING INFORMATION                                                    

Whether or not you plan to attend the special meeting of shareowners, please    
vote today.                                                                     

If you have any questions, or need further assistance, please call our proxy    
solicitor, D. F. King & Co., Inc., at 1-800-735-3568.                           

You have a number of options for voting your proxy:                             

BY PHONE:     You can call the toll-free number listed on your proxy voting     
card.                                                                           

BY MAIL:      You can return the enclosed proxy card through the mail.          

BY INTERNET:  You can vote electronically over the Internet.  Follow the        
instructions on your proxy voting card to find the appropriate web address to   
cast your ballot.                                                               

IN PERSON:    You can vote in person at the U S WEST shareowner meeting at      
New York City's Equitable Building at 9 a.m. on November 2.                     

Thank you for your support.                                                     

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘DEFA14A’ Filing		Date		First		Last			Other Filings
		11/2/99		3		10			8-K,  DEF 14A
Filed on:		9/17/99							DEF 14A
		7/18/99		6					8-K
		7/16/99		10
		1/1/97		8
									List all Filings