All last week I waited and watched, as this bizarre




US West



Deutsche Telekom

(DT) - Get Report

menage a trois

went on. I was waiting for the right moment to jump in with some kind of insight into what, if anything, Qwest and US West holders should do.

Since I first wrote about Qwest here a year and a half ago, describing it as the closest thing to a safe buy-and-hold stock I knew, readers have been writing every week to ask "But what



That's always been a fair Qwest-ion, because CEO Joe Nacchio has led the former optical-fiber-capacity reseller on a wild and unpredictable ride. By late June last year, bored with the role of Qwest as a fast-growing high-tech star, with a little long-distance business on the side, Nacchio decided he wanted to play in a bigger, if duller and slower, game, and went after US West, the regional bell operating company, or RBOC, for the Rocky Mountain states.

It was a curious choice: US West, known less than affectionately "US Worst" by its customers, was hardly an appealing target. Worse,

Global Crossing


, itself going through a midlife crisis and bored with being a reseller of undersea fiber capacity with a little long-distance business on the side, went after US West, too.

It was hard to find winners in what resulted, but in the end, Qwest got US West; Global walked away. Qwest paid 69 a share for US West, and assumed $12 billion in US West debt.

Having hitched its formerly fast-rising star to the anchor-like US West -- in a still-uncompleted merger dependent on regulatory approval in many venues -- Qwest muddled through the rest of 1999 as its stock slipped further and further into the abyss of Highly Regulated-Company Hell.

Relations grew strained -- I am putting this gently -- between hard-driving Nacchio and US West's management, more accustomed to the country-club style of business enjoyed by the sleepy RBOCs -- you know, The Telco Way. US West Chairman and CEO

Sol Trujillo

, especially, came to a point of such disagreement with Nacchio that, a week and a half ago, he announced he was retiring as soon as the merger jelled: He and Nacchio just don't agree on what Trujillo politely calls "strategic issues."

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Then, early last week, the German telephony giant Deutsche Telekom jumped into the middle of this troubled marriage. Deutsche Telekom wanted to buy Qwest. If it had to, it would consider buying US West, too -- since the unfortunate deal struck by Nacchio as the price for US West's choice of Qwest over Global Crossing left Qwest and any subsequent potential acquirer open to huge liabilities if Qwest backed away from the merger.

Counsel for US West engaged in some saber-rattling, recalling the $10.5 billion judgment against


(TX) - Get Report

for meddling in the

Getty Oil




merger a decade ago. To heck with the $800 million walk-away fee in the Qwest-US West deal, General Counsel Mark Rolleig wrote Nacchio. "Damages would very likely make the Pennzoil judgment pale in comparison," Rolleig suggested.

Sol Trujillo was in there punching, too: He was suddenly in love again with Qwest and the merger-in-the-making, and couldn't imagine life without Nacchio's company at US West's side.



We haven't seen this kind of holdup since

Jesse James

and the boys rode US West's service area a century ago.

But hey -- a deal is a deal is a deal, and people should keep their word. Qwest owed US West a good-faith effort to close the deal, no matter the blandishments offered by the Germans.

A messy collar, negotiated by Nacchio and Trujillo, meant that US West holders would get 1.73 Qwest shares for every US West share they held. When, amid Qwest's run-up in response to rumors of the Deutsche Telekom offer, Qwest was bouncing around in the mid-60s, US West holders seemed headed for a very rich payday indeed.

Qwest management ran a no-class act here, negotiating in secret with Deutsche Telekom as long as they could, keeping Trujillo and US West in the dark about the offer. Naturally, when US West management found out what their putative business partner had been doing, they exploded.

Deutsche Telekom, meanwhile, was willing to suffer through the delays of a prolonged acquisition of Qwest, and maybe of US West, too -- the regulatory approvals already granted would have to begin again -- but wasn't about to get dragged into a U.S. courtroom over tortuous meddling in the existing Qwest-US West deal ... and maybe tagged with a huge judgment.

The Ghost of Texaco Past hung heavy over this one.

Click here to read the conclusion of this column and get Seymour's take on what investors should do.

Jim Seymour is president of Seymour Group, an information-strategies consulting firm working with corporate clients in the U.S., Europe and Asia, and a longtime columnist for PC Magazine. Under no circumstances does the information in this column represent a recommendation to buy or sell stocks. At time of publication, Seymour was long Qwest, although holdings can change at any time. Seymour does not write about companies that are current or recent consulting clients of Seymour Group. While Seymour cannot provide investment advice or recommendations, he invites your feedback at