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Technology Stocks : USW US West: New Things Happening Over the Airwaves
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To: tom pope who wrote (141)7/18/1999 8:48:00 PM
From: Larry S.  Read Replies (1) of 161
 
Terms of the Transaction
Under terms of the merger agreement, Qwest will issue
shares of its common stock having a value of $69.00 for
each share of U S WEST common stock, subject to a
"collar" on Qwest's average stock price between $28.26
and $39.90 per share. The number of Qwest shares to be
issued for each U S WEST share will be determined by
dividing $69.00 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 three days before the closing of the transaction,
provided that Qwest will not issue more than 2.44161
shares for each U S WEST share or less than 1.72932
shares for each U S WEST share.

The obligation, if necessary, under the "collar" may be
satisfied in whole or in part with cash if Qwest's average
stock price is below $38.70 per share. In determining the
cash amount for the collar, Qwest and U S WEST will
consider Qwest's desire to reduce dilution to its
shareowners, U S WEST's potential desire to provide a
cash element to its shareowners and both companies'
desire to maintain the company's strong financial condition.
If the companies decide to provide cash as part of the collar
consideration, the minimum exchange ratio would be 1.783.

U S WEST may terminate the merger agreement if the
closing price of Qwest's shares is below $22.00 for 20
consecutive trading days before the closing, or if the
average Qwest share price during the measurement period
is less than $22.00.
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