-----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, JTseLgesc+ntMewvb5bhwku+NTZDuIbRQ9KgEVEni/jcvLIljvzIwdotZMMi14GH /9bbqashEBhSc3nJzEWjIQ== 0001019056-01-500085.txt : 20010430 0001019056-01-500085.hdr.sgml : 20010430 ACCESSION NUMBER: 0001019056-01-500085 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010426 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010427 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: 001-15577 FILM NUMBER: 1613404 BUSINESS ADDRESS: STREET 1: 1801 CALIFORNIA ST CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 3039921400 MAIL ADDRESS: STREET 1: 1801 CALIFORNIA ST CITY: DENVER STATE: CO ZIP: 80202 FORMER COMPANY: FORMER CONFORMED NAME: QUEST COMMUNICATIONS INTERNATIONAL INC DATE OF NAME CHANGE: 19970416 8-K 1 file001.txt 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): April 26, 2001 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.) 1801 California Street Denver, Colorado 80202 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: 303-992-1400 -------------------- Not Applicable ------------------------------------------------------------- (Former name or former address, if changed since last report) ITEM 5. OTHER EVENTS On April 26, 2001, Qwest Communications International Inc. ("Qwest") and Microsoft Corporation jointly announced a strategic alliance to accelerate deployment of DSL (digital subscriber lines) and deliver broadband content and services to consumers. A copy of the press release announcing the same is attached as Exhibit 99.1 to this Current Report on Form 8-K. Also on April 26, 2001, Qwest hosted a conference call with media, analysts, investors and other interested persons during which it discussed, among other things, the transaction and its benefits to Qwest and its customers. As previously announced, the webcast of the call (live and replay) is accessible on Qwest's website. On the call Qwest announced the following (all numbers are approximate): o Under the transaction, the general terms of which are described in the attached press release, it expected Microsoft's MSN unit would purchase hundreds of thousands of dial ports. Qwest expected the alliance would generate millions of additional customers. o As a result of the transaction, Qwest would have a stronger consumer offering with richer content than it could alone. This would contribute to Qwest's revenue growth plan. o The transaction would also result in Qwest avoiding costs it would otherwise have incurred to make its existing Qwest.net service more competitive and to market that product. o It expects the transaction to generate between $1.3 billion and $1.5 billion in revenue over the five-year term, more likely near the high end of the range. Based on a preliminary, rough estimate, it expects about half of these revenues would come from growth in customers and the remainder from providing services to MSN. o The MSN transaction, together with recent management and organizational changes, among other things, gave Qwest added confidence that it would meet its financial guidance targets announced during its earnings conference call on April 24, 2001. The targets remain unchanged. FORWARD LOOKING STATEMENTS WARNING This Current Report on Form 8-K contains projections and other forward-looking statements that involve risks and uncertainties. These statements may differ materially from actual future events or results. Readers are referred to the documents filed by Qwest with the Securities and Exchange Commission, specifically the most recent reports which identify important risk factors that could cause actual results to differ from those contained in the forward-looking statements, including potential fluctuations in quarterly results, volatility of Qwest's stock price, intense competition in the communications services market, changes in demand for Qwest's products and services, dependence on new product development and acceleration of the deployment of advanced new services, such as broadband data, wireless and video services, which could require substantial expenditure of financial and other resources in excess of contemplated levels, 2 rapid and significant changes in technology and markets, adverse changes in the regulatory or legislative environment affecting Qwest's business and delays in Qwest's ability to provide interLATA services within its 14-state local service territory, failure to maintain rights of way, and failure to achieve the projected synergies and financial results expected to result from the acquisition of U S WEST, Inc. timely or at all and difficulties in combining the operations of Qwest and U S WEST. The information contained in this Current Report on Form 8-K is a statement of Qwest's present intention and is based upon, among other things, the existing regulatory environment, industry conditions and market conditions and prices. Qwest may change its intentions, at any time and without notice, based upon any changes in such factors, in Qwest's assumptions or otherwise. This Current Report on Form 8-K includes analysts' estimates and other information prepared by third parties for which Qwest assumes no responsibility. Qwest undertakes no obligation to review or confirm analysts' expectations or estimates or to release publicly any revisions to any forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. By including any information in this Current Report on Form 8-K, Qwest does not necessarily acknowledge that disclosure of such information is required by Regulation FD or otherwise or that the information is material. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS Exhibit 99.1 Press release dated April 26, 2001. 3 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, Qwest has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. QWEST COMMUNICATIONS INTERNATIONAL INC. DATE: April 27, 2001 By: /s/ YASH A. RANA ---------------------------------------- Yash A. Rana Associate General Counsel and Assistant Secretary 4 EXHIBIT INDEX Exhibit 99.1 Press release dated April 26, 2001. 5 EX-99.1 2 file002.txt EXHIBIT 99.1 MICROSOFT AND QWEST COMMUNICATIONS FORM STRATEGIC ALLIANCE TO DELIVER BROADBAND CONTENT, SERVICES TO MAINSTREAM CONSUMERS AND ACCELERATE DEPLOYMENT OF DSL Companies to Combine Leading MSN Broadband Content and MSN Internet Access With Qwest's Powerful Internet Network REDMOND, WASH., AND DENVER, COLO. -- APRIL 26, 2001 -- Microsoft Corp. (Nasdaq "MSFT") and Qwest Communications International Inc. (NYSE "Q"), today announced a five-year strategic alliance to combine premium MSN(R) Internet Access, content and services, with Qwest's broadband Internet network and telecommunications services to more than 12 million consumer homes in Qwest's 14-state local service area. Under this pact, Qwest will exclusively market MSN Internet Access and services to new and existing customers and will make a major digital marketing commitment to the MSN network of Internet services. In addition, MSN will purchase from Qwest broadband capacity, digital subscriber lines (DSL), dial ports, and billing and collections services to support the delivery of its content solutions and services to consumers. Beginning this summer, 500,000 existing Qwest.net subscribers and new customers in Qwest's 14-state local service area will receive the MSN Internet Access solution, which includes reliable and secure dial-up or "always connected" DSL service from Qwest. Outside Qwest's local service area, Qwest will market MSN Internet Access alone or in packages with Qwest's communications products and services. MSN Internet Access includes content and services from MSN, the most popular destination on the Internet, and MSN Explorer, the broadband-optimized software from Microsoft that integrates high-quality video, music and other Internet services. - more - Microsoft and Qwest Communications Form Strategic Alliance Page 2 "This milestone agreement will help Qwest drive the expansion of our DSL customer base and deliver to Qwest's customers new broadband applications and a richer variety of content," said Joseph P. Nacchio, chairman and CEO of Qwest. "Our relationship with Microsoft is very important because we share a common vision on the future of broadband and the direction of the industry." "This agreement will be instrumental in delivering broadband to mainstream consumers," said Steve Ballmer, CEO of Microsoft. "This is the perfect consumer broadband solution; it combines the best content and services on the Web from MSN with a fast, reliable Internet infrastructure from Qwest." Under the terms of the agreement, Qwest will promote its services on MSN Internet sites and other mediums, including MSNBC, the Slate(R) online magazine, the newly launched MSN Music, Zone.com and the Microsoft(R) bCentral(TM) small-business portal. In addition, MSN will provide innovative digital marketing capabilities and research that measures ad effectiveness. Qwest and Microsoft formed a strategic relationship in late 1998 to provide Web-based solutions for business customers. Since then, the companies have worked together to provide Web hosting, managed software services, virtual private network and streaming media capability. ABOUT QWEST Qwest Communications International Inc. (NYSE "Q") is a leader in reliable, scalable and secure broadband Internet-based data, voice and image communications for businesses and consumers. The Qwest Macro Capacity(R) Fiber Network, designed with the newest optical networking equipment for speed and efficiency, spans more than 106,000 miles globally. More information can be found on the Qwest Web site at http://www.qwest.com/. - more - Microsoft and Qwest Communications Form Strategic Alliance Page 3 Qwest will host a conference call with the investment community today at 12:30 p.m. (EDT). On the call, Qwest Chairman and CEO Joseph P. Nacchio will discuss the transaction and its benefits to Qwest and its customers. The call will be available on a Web broadcast at http://www.qwest.com/about/ir/. ABOUT MSN MSN gives consumers a new home on the Internet -- a central place where they can get everything they need from the Web and make the most of their time online. With more than 230 million visitors per month, the MSN integrated network of content and services is the most popular destination on the Internet. MSN is available in 33 markets and in 17 languages -- a broader global presence than any other portal. MSN is located on the Web at http://www.msn .com/. ABOUT MICROSOFT Founded in 1975, Microsoft (Nasdaq "MSFT") is the worldwide leader in software, services and Internet technologies for personal and business computing. The company offers a wide range of products and services designed to empower people through great software -- any time, any place and on any device. ######### This release may contain projections and other forward-looking statements that involve risks and uncertainties. These statements may differ materially from actual future events or results. Readers are referred to the documents filed by Qwest with the Securities and Exchange Commission, specifically the most recent reports which identify important risk factors that could cause actual results to differ from those contained in the forward-looking statements, including potential fluctuations in quarterly results, volatility of Qwest's stock price, intense competition in the communications services market, changes in demand for Qwest's products and services, dependence on new product development and acceleration of the deployment of advanced new services, such as broadband data, wireless and video services, which could require substantial expenditure of financial and other resources in excess of - more - Microsoft and Qwest Communications Form Strategic Alliance Page 4 contemplated levels, higher than anticipated employee levels, capital expenditures and operating expenses, rapid and significant changes in technology and markets, adverse changes in the regulatory or legislative environment affecting Qwest's business and delays in Qwest's ability to provide interLATA services within its 14-state local service territory, failure to maintain rights of way, and failure to achieve the projected synergies and financial results expected to result from the acquisition of U S WEST timely or at all and difficulties in combining the operations of Qwest and U S WEST. This release may include analysts' estimates and other information prepared by third parties for which Qwest assumes no responsibility. Qwest undertakes no obligation to review or confirm analysts' expectations or estimates or to release publicly any revisions to any forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. The Qwest logo is a registered trademark of, and CyberCenter is a service mark of, Qwest Communications International Inc. in the United States and certain other countries. Microsoft, MSN, Slate and bCentral are either registered trademarks or trademarks of Microsoft Corp. in the United States and/or other countries. The names of actual companies and products mentioned herein may be the trademarks of their respective owners. FOR MORE INFORMATION, PRESS ONLY: MICROSOFT: Michelle Simpson, Waggener Edstrom, (503) 443-7000, michs@wagged.com Rapid Response Team, Waggener Edstrom, (503) 443-7070, rrt@wagged.com QWEST: Media contact: Claire Maledon, (303) 965-2689, cmaledo@qwest.com Investor contact: Lee Wolfe, (800) 567-7296, IR@qwest.com Note to editors: If you are interested in viewing additional information on Microsoft, please visit the Microsoft Web page at http://www.microsoft.com/presspass/ on Microsoft's corporate information pages. -----END PRIVACY-ENHANCED MESSAGE-----