US WEST has offered to acquire the remaining 19 percent of US WEST NewVector Group Inc. in a stock-for-stock, tax-free merger. NewVector is based in Bellevue, Wash.

Upon completion of the merger, the company said, each of the 9.7 million shares of NewVector not owned by US WEST would be converted into the right to receive 0.95 shares of US WEST common.Based upon closing prices on Nov. 9, some $350 million, or $36 per share, would be paid to NewVector shareholders, a 33 percent premium over the average market price of the shares over the last 20 trading days.

"Our proposed acquisition of the publicly held minority shares in NewVector is an attractive opportunity for both companies and their shareholders," said Howard P. Doerr, chief financial officer of US WEST.

"Based on a value of $36 per share, NewVector stock will have had a compound annual rate of return of over 25 percent since it was first issued in April 1988. This is better than virtually any other cellular investment over the same period."

US WEST said it believes the merger would cause minimal dilution of its stock. The company currently owns 81 percent of the outstanding shares of NewVector.

Shareholders of US WEST will not be required to vote on the merger. Completion of the merger is subject to approval by directors and regulatory authories.

Salomon Brothers is the financial advisor to US WEST.