Qwest Offers To Acquire U S West, Frontier In Separate Deals

   DENVER -(Dow Jones)- Qwest Communications International Inc., the
nation's fourth-largest long-distance carrier, Sunday said it offered to
acquire U S West Inc. and Frontier Corp. in separate transactions for a
total of $55 billion in cash and equity and the assumption of $11.4
billion debt.
   Denver-based Qwest said it offered $80 a share for U S West, payable
in Qwest stock. Qwest's offer for U S West is based on exchanging 1.738
shares of Qwest for every share of U S West.
   However, Qwest said it offered Frontier shareholders up to $75 a
share, consisting of $20 a share in cash and up to $55 a share in Qwest
stock.
   Friday, U S West's stock (USW) closed at $54.875 a share. Frontier's
(FRO) stock ended at $55.438. Both stocks are traded on the New York
Stock Exchange. Qwest's Nasdaq-listed stock (QWST) closed at $44.875.
   If Frontier agrees to the transaction, Qwest will increase its offer
for U S West to 1.783 shares of Qwest for each share of U S West.
   Qwest said it will account for the proposed acquisition of U S West
as a purchase. The transaction is tax-free to U S West shareholders.
Qwest also would assume $10 billion of U S West debt.
   Qwest would exchange 1.181 shares for each share of Frontier if U S
West doesn't agree to being acquired.
   If U S West agrees to the transaction, Qwest will increase its offer
for Frontier to 1.226 shares of Qwest for each share of Frontier. The
proposed $75-a-share purchase of Frontier assumes that Qwest will
exchange 1.226 shares for every share of Frontier.
   Qwest would account for the Frontier transaction as a purchase, as
well. The stock portion would be tax-free to Frontier shareholders.
Qwest said it also would assume $1.4 billion of Frontier debt.
   Qwest said a combination of the three companies would have $22
billion of pro-forma revenue in 2000 and $8 billion of pro-forma
earnings before interest, taxes, depreciation and amortization.
   Qwest said the transactions would increase its earnings per share in
the first year following the completion of the acquisition of U S West
and would be "increasingly accretive thereafter."
   The mean estimate of 17 analysts surveyed by First Call is for
Qwest's net income of 39 cents a diluted share in 2000. In 1998, Qwest
lost $844 million, or $3.02 a share, on revenue of $2.24 billion.
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