Company Name: US WEST, Inc.
Public Availability Date: 12-22-1993

Document Sections:

INQUIRY LETTER
STAFF REPLY LETTER

[INQUIRY LETTER]

U S WEST, INC.
7800 EAST ORCHARD ROAD SUITE 480
ENGLEWOOD, COLORADO 80111
TELEPHONE(303) 793-6626

November 12, 1993

Securities and Exchange Commission
Office of Chief Counsel
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549

Re: U S WEST, Inc. Commission File No. 1-8611; 1994 Annual Meeting Proposal of Security Holder, Monte Shriver

Gentlemen:

Pursuant to Rule 14a-8(d) under the Securities Exchange Act, as amended, U S WEST, Inc. ("U S WEST") hereby gives notice of its intention to omit from its proxy statement and form of proxy (collectively the "Proxy Materials") for its 1994 Annual Meeting of Shareowners, a proposal (the "Proposal") submitted by one of its shareowners, Mr. Monte Shriver (the "Proponent") dated August 28, 1993. A copy of the Proposal and supporting statement are enclosed as Exhibit A.

U S WEST plans to mail definitive proxy materials to shareholders on or about March 17, 1994. U S WEST requests concurrence of the staff of the Division of Corporation Finance (the "Staff") that no enforcement action will be recommended if U S WEST omits the Proposal from its 1994 Proxy Materials. Because there is a long lead time between the mailing and printing of the Proxy Materials, owing to the large quantity to be printed (over 1.2 million), I would appreciate your response to this letter by February 4, 1994, and sooner, if at all possible.

The Proponent sets forth his Proposal and supporting statement as follows:

"Resolved: "That the shareholders of U S WEST recommend that the Board of Directors take the necessary steps to ensure that at the 1995 annual meeting of shareholders, one of the Class I Director's sic seats which expire at the annual meeting of shareholders in 1995 will be filled by a retired employee of U S WEST. To qualify for this director's seat on the U S WEST Board of Directors, the retired employee must have been an active employee of either the Mountain States Telephone and Telegraph Company, Pacific Northwest Bell Telephone Company or Northwestern Bell Telephone Company at the date of the Divestiture of the Bell System. Further, said retired employee will never have been an officer or director of U S WEST, Inc., any of its past or present subsidiaries including the three operating telephone companies listed above. Further, as director, the retired U S WEST employee will have no lesser responsibilities and will receive the same compensation as the presently elected outside directors of U S WEST, Inc."

"Reasons: Retired employees, as a class, are owners of a very large amount of U S WEST stock. Furthermore, a significant number of currently active employees of U S WEST, will ultimately become retirees of U S WEST, Inc.

Election of a retired employee of U S WEST, Inc. will insure that the best interests of all present and future retirees of U S WEST will be adequately represented on the U S WEST, Inc., Board of Directors."

"if sic you AGREE, please mark your proxy FOR this resolution."

It is my opinion as counsel for U S WEST that the Proposal may be omitted from the Proxy Materials for the reasons discussed below, which are included in Rule 14a-8(c)(8) as a basis upon which to exclude such a proposal.

A. Rule 14a-8(c)(8).

Rule 14a-8(c)(8) permits an issuer to omit a shareholder proposal from its proxy materials "if the proposal relates to an election to office."

In a "no-action" letter issued by the Staff to Harper & Row Publishers, Inc. (the "Company"), available May 9, 1985, (a copy of which is attached hereto as Exhibit B), the Staff agreed that a proposal seeking to have a representative of a certain group of stockholders nominated for election to the Board of Directors relates to an election to office and may be omitted from the management's proxy materials pursuant to Rule 14a-8(c)(8). The Proponent requests that one of the Class I Directors' seats which expires at U S WEST's 1994 Annual Meeting of shareowners be filled by a "retired employee of U S WEST."

The Staff has on several occasions concurred with the exclusion of shareholder proposals relating to the election as directors of representatives of a particular group on the basis of Rule 14a-8(c)(8). See Allied Corporation (available January 5, 1984), a proposal requesting that a member of the Board of Directors be a non-management salaried employee of Allied Corporation. Similarly, in Braniff International Corp. (available February 5, 1982), a proposal requesting the selection of several nominees from certain specified employees groups for the board of directors; Pacific Gas & Electric Co. (available February 12, 1979), a proposal to appoint two representatives from among members of certain private "public interest" groups to the board of directors; and CNA Financial Corp. (available February 15, 1983), a proposal requiring that three non-management stockholders be appointed to the board; the Staff viewed such proposals as being excludable under Rule 14a-8(c)(8), as relating to an election to office.

Rule 14a-8(c)(4).

Rule 14a-8(c)(4) permits an issuer to omit a shareholder proposal from its proxy materials "if it is designed to result in a benefit to the proponent or to further a personal interest, which benefit or interest is not shared with the other security holders at large."

The Proponent is a retired employee of U S WEST and seeks to have a retired U S WEST employee who has never been an officer or director of U S WEST, Inc. elected to U S WEST's Board of Directors. The Proponent is seeking direct Board representation for a particular group of which the Proponent is a member, a benefit which would not be shared with U S WEST's shareholder's at large. Therefore, we believe that the Proposal may be excluded from U S WEST's Proxy Materials.

Rule 14a-8(c)(6).

Rule 14a-8(c)(6) permits an issuer to omit a shareholder proposal from its proxy materials "if the proposal deals with a matter beyond the registrant's power to effectuate."

Pursuant to U S WEST's Bylaws, as well as the Colorado Corporation Code, directors of the corporation are elected at the annual meeting of the shareholders. It is not within the power of the Board of Directors to enforce the election of any specified person or type of person at such annual meeting of shareowners.

In American Information Technologies Corp. ("Ameritech"), available December 13, 1985, (a copy of which is attached as Exhibit C), a proposal seeking to have a worker-shareholder or retired employee of the Bell System elected as a Director emphasis supplied, the Staff agreed that the proposal dealt with a matter beyond the registrant's power to effectuate and could properly be omitted from Ameritech's proxy materials under Rule 14a-8(c)(6). See also American Telephone & Telegraph Co. (available December 13, 1985), a proposal requesting that at least one member of the Board of Directors be a worker-shareholder or retired employee of AT&T; and GTE Corporation (available January 10, 1984), a proposal requesting that a member of a specific group of individuals be elected Directors of GTE.

CONCLUSION

In view of the foregoing, it is my opinion that U S WEST may omit Proponent's Proposal from its Proxy Materials. On behalf of U S WEST, I request that you confirm that U S WEST may omit the Proposal from its Proxy Materials and that the Staff will not recommend enforcement action to the Commission if U S WEST omits the Proposal from such Proxy Materials.

As is required by Rule 14a-8(d), a copy of this letter is being sent to the Proponent to notify him of U S WEST's intention to omit his Proposal from the Proxy Materials. Six additional copies of this letter (including enclosures) are submitted herewith. Please stamp one of the enclosed copies of this letter to indicate receipt and return it to me in the enclosed postage-paid, self-addressed envelope.

Please do not hesitate to contact me should you have any questions concerning this matter.

Very truly yours,

Stephen E. Brilz
Senior Attorney and
Assistant Secretary

Certified Mail No. P 156 012 844

c: Monte Shriver
Certified Mail No. P 156 012 843

Enclosures

Exhibit A

August 28, 1993

Mr. Charles P. Russ, III
Executive Vice President
General Counsel and Secretary
U S WEST
Suite 200
7800 East Orchard Road
Englewood, Colorado 80111

This presents a proposal that I request be included in next year's proxy statement. If this proposal is not presented in the proper format for inclusion in next year's proxy statement, please advise of the proper format so that this proposal will be included in next year's proxy statement. If any other reason exists for not including this proposal in the proxy statement, please advise me of the reasons so the appropriate changes may be made in the proposal to assure its inclusion in the proxy statement.

"Resolved: "That the shareholders of U S WEST recommend that the Board of Directors take the necessary steps to ensure that at the 1995 annual meeting of shareholders, one of the Class I Director's seats which expire at the annual meeting of shareholders in 1995 will be filled by a retired employee of U S WEST. To quality for this director's seat on the U S WEST Board of Directors, the retired employee must have been an active employee of either the Mountain States Telephone and Telegraph Company, Pacific Northwest Bell Telephone Company or Northwestern Bell Telephone Company at the date of the Divestiture of the Bell System. Further, said retired employee will never have been an officer or director of U S WEST, Inc., any of its past or present subsidiaries including the three operating telephone companies listed above. Further, as director, the retired U S WEST employee will have no lesser responsibilities and will receive the same compensation as the presently elected outside directors of U S WEST, Inc."

"Reasons: Retired employees, as a class, are owners of a very large amount of U S WEST stock. Furthermore, a significant number of currently active employees of U S WEST, Inc. will ultimately become retirees of U S WEST, Inc.

Election of a retires employee of U S WEST, Inc. will insure that the best interests of all present and future retirees of U S WEST will be adequately represented on the U S WEST, Inc., Board of Directors."

"if you AGREE, please mark your proxy FOR this resolution."

Respectfully submitted,

Monte Shriver
5035 Moon Shadow Place
Las Cruces, New Mexico 88011

Note: U S West Shares fund contains an equivalent of 803.2583 shares of U S WEST stock on 6/30/93.

[STAFF REPLY LETTER]

December 22, 1993

RESPONSE OF THE OFFICE OF CHIEF COUNSEL
DIVISION OF CORPORATION FINANCE

Re: U S WEST, Inc. (the "Company")
Incoming letter dated November 12, 1993

The proposal recommends that the Company's board of directors ensure that one of the Class I director's seats will be filled at the 1995 annual meeting of shareholders by a retired employee of the Company who was never a director or an officer.

There appears to be some basis for your view that the proposal may be omitted from the Company's proxy materials under Rule 14a-8(c)(6) since it appears to "deal with a matter beyond the registrant's power to effectuate" (it does not appear to be within the power of the Company's board of directors to ensure the election of any specified class of person at an annual meeting). Under the circumstances, the Division will not recommend enforcement action to the Commission if the Company omits the proposal from its proxy materials. In reaching a position, the staff has not found it necessary to address the alternative bases for omission upon which the Company relies.

Sincerely,

William H. Carter
Special Counsel