-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TyxgxIdkbV+jkV4n43hjFhnffd6JL2v32bTh2lJO1fgt8Lr3ddTEXck6YFcXL8dg K5Srf/VFZ3ndcMGsV35qaw== 0001019056-98-000013.txt : 19980113 0001019056-98-000013.hdr.sgml : 19980113 ACCESSION NUMBER: 0001019056-98-000013 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19980106 ITEM INFORMATION: FILED AS OF DATE: 19980112 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: QWEST COMMUNICATIONS INTERNATIONAL INC CENTRAL INDEX KEY: 0001037949 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 841339282 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-22609 FILM NUMBER: 98505035 BUSINESS ADDRESS: STREET 1: 555 17TH ST STE 1000 CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 3032911400 MAIL ADDRESS: STREET 1: 555 17TH STREET STE 100 CITY: DENVER STATE: CO ZIP: 80202 FORMER COMPANY: FORMER CONFORMED NAME: QUEST COMMUNICATIONS INTERNATIONAL INC DATE OF NAME CHANGE: 19970416 8-K 1 FORM 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 6, 1998 QWEST COMMUNICATIONS INTERNATIONAL INC. ----------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware ----------------- (State or other jurisdiction of incorporation) 000-22609 84-1339282 - ------------------------ -------------------------------- (Commission File Number) (IRS Employer Identification No.) 555 Seventeenth Street, Suite 1000 Denver, Colorado 80202 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: 303-291-1400 ------------- Not applicable ------------------------------------------------------------- (Former name or former address, if changed since last report) ITEM 5. OTHER EVENTS On January 6, 1998, the Registrant and Phoenix Network, Inc., a Delaware corporation ("Phoenix"), entered into a definitive Agreement and Plan of Merger (the "Merger Agreement") among Phoenix, the Registrant and a wholly-owned subsidiary of the Registrant, providing for the merger that will result in Phoenix becoming a subsidiary of the Registrant. Copies of the mutual press release dated January 6, 1998 of Phoenix and the Registrant announcing the merger and the Merger Agreement have been filed with the Securities and Exchange Commission by Phoenix as Exhibits 99.1 and 99.2 to the Current Report on Form 8-K of Phoenix dated January 8, 1998 and are hereby incorporated by reference herein. On January 6, 1998, the Registrant and 21 stockholders of Phoenix entered into voting agreements providing for, among other things, (1) the obligation of the stockholders to vote the shares of Phoenix capital stock beneficially owned by them to approve the Merger Agreement and the merger and against other business combination transactions involving Phoenix and its subsidiaries and to grant to the Registrant an irrevocable proxy in connection therewith and (2) certain restrictions on the sale or other transfer of such shares of Phoenix capital stock. The stockholders beneficially own 22.22% of the shares of Phoenix common stock and 100% of the shares of Phoenix preferred stock, in each case outstanding as of December 31, 1997. A form of the voting agreements is attached as Exhibit A to the Merger Agreement and is incorporated by reference herein. The Registrant cautions that the press release contains forward-looking statements that include, among others, statements concerning the Registrant's plans to complete a 16,000 route mile coast-to-coast, technologically advanced, fiber optic telecommunications network (the "QWEST Network"), expectations as to funding its capital requirements, anticipated expansion of carrier and commercial services and other statements of expectations, beliefs, future plans and strategies, anticipated developments and other matters that are not historical facts. The Registrant cautions that these forward-looking statements are subject to risks and uncertainties that could cause actual events or results to differ materially from those expressed or implied by the statements. The most important factors that could prevent the Registrant from achieving its stated goals include, but are not limited to, failure by the Registrant to (i) manage effectively and cost efficiently the construction of the route segments, (ii) enter into additional customer contracts to sell dark fiber or provide high volume capacity and otherwise expand its telecommunications customer base on the on the QWEST Network and (iii) obtain additional rights-of-way and maintain all necessary rights-of-way. 1 ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS Exhibit 2.1 Agreement and Plan of Merger dated as of December 31, 1997 among Phoenix Network, Inc., the Registrant and Qwest 1997-5 Acquisition Corp.(1) Exhibit 99.1 Press release of Phoenix Network, Inc. and the Registrant dated January 6, 1998.(2) - -------- (1) Filed as Exhibit 99.2 to the Current Report on Form 8-K of Phoenix Network, Inc. dated January 8, 1998 and filed with the Commission on January 8, 1998, and incorporated herein by reference. (2) Filed as Exhibit 99.1 to the Current Report on Form 8-K of Phoenix Network, Inc. dated January 8, 1998 and filed with the Commission on January 8, 1998, and incorporated herein by reference. 2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. --------------- QWEST COMMUNICATIONS INTERNATIONAL INC. DATE: January 12, 1998 By: /s/ Robert S. Woodruff ------------------------ Robert S. Woodruff Executive Vice President - Finance, Chief Financial Officer and Treasurer S-1 EXHIBIT INDEX Exhibit 2.1 Agreement and Plan of Merger dated as of December 31, 1997 among Phoenix Network, Inc., the Registrant and Qwest 1997-5 Acquisition Corp.(1) Exhibit 99.1 Press release of Phoenix Network, Inc. and the Registrant dated January 6, 1998.(2) - -------- (1) Filed as Exhibit 99.2 to the Current Report on Form 8-K of Phoenix Network, Inc. dated January 8, 1998 and filed with the Commission on January 8, 1998, and incorporated herein by reference. (2) Filed as Exhibit 99.1 to the Current Report on Form 8-K of Phoenix Network, Inc. dated January 8, 1998 and filed with the Commission on January 8, 1998, and incorporated herein by reference. A-1 -----END PRIVACY-ENHANCED MESSAGE-----