Please Redistribute
August 8, 2005
Mimi Hull, President
Board Members and general membership

Many of you are former U S WEST stockholders and you last owned the stock just before the merger with Qwest.  As you know, just before the merger, U S WEST Board of Directors formally announced there would be a dividend payment of 53˘ per share payable to shareholders who owned stock as of June 30, 2000.  Then, the date was changed to July 10, 2000.  But, since the merger closed on June 30, there was no longer a U S WEST in existence as of July 10.  Thus, no one received the expected 53˘ dividend payment.  By not going through with the dividend payment, the new Qwest saved $273 million, much of which monies were used for the benefit of senior U S WEST and Qwest officers who realized stock option gains of about $135 million immediately after the merger.
Of course, not getting paid the dividend upset thousands of retiree-shareholders and many institutional investors.  A lawsuit was filed - Brody v. Hellman, Nacchio, et al, in Denver County District Court where the named plaintiffs sought to recover $273 million, plus interest.  The case was class certified and the class was defined as “The last U S WEST common stock shareholders of record before the U S WEST - Qwest merger closed on June 30, 2000.   Excluded from the class are defendants and any person affiliated with or related to any defendant.”
Most recently, class members received in the mail a notice that there is a proposed class settlement and there is a Settlement Fund of $50 million.  Mailed along with the notice was a claim form.  The notice of settlement reports the attorneys want to be paid $16.7 million, plus interest, and you might be able to get less than 10˘ for each share of stock owned.  If you received a claim form, fill it out, make a photocopy for your records, and mail the completed claim form to the claims manager before the October 3, 2005 postmark deadline.  If you did not receive a claim form and you believe you should have, go to the AUSWR website and check under the heading Brody v. Hellman, Nacchio for a claim form which will be posted at the website.  Also, you can get a claim form at this URL:  (6 pages).
Please note that if your U S WEST stock was held by a trustee in the U S WEST 401k plan, it is the duty of the 401k plan administrators and trustees to send in a claim form on behalf of the entire 401k plan based on the total number of U S WEST shares held by the 401k plan just before the June 30, 2000 merger.  Therefore, if the only U S WEST shares you had were those that were in the U S WEST 401k plan, you will not be receiving a claim form addressed to you individually.
But, what about the attorney’s fees being requested in the Brody case?  Your AUSWR leadership believes the amount requested -- 30% or $15 million, plus expenses of $1.7 million -- is outrageous.  Therefore, AUSWR and several retiree shareholders filed with the Court notice of objections.  You can get a copy of the paper filed on Friday, August 5, 2005 at the AUSWR website: and click on the August 5 item.  AUSWR wants the attorney’s fee payment limited to a lower more reasonable amount so that there will be more money distributed to shareholders who file claims.
And, you can read a news report published in the August 6 edition of the Rocky Mountain News:,1299,DRMN_4_3982052,00.html
On August 30, there is a scheduled court hearing before Denver County District Court Judge Coughlin concerning the proposed shareholder dividend lawsuit settlement and the attorney’s fees requested.  AUSWR will provide you an update.  Meanwhile, you can keep informed by checking the "Legal Developments" page at the AUSWR website.