-----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, COYzdINmERLVLOFtOHWVR1nEplycVAPNwOn01Pc8DhKF4Hb0DQsw3AaPjCpQ42an wVZHQezkENt7hHXwgOZwRQ== 0001019056-01-500563.txt : 20020411 0001019056-01-500563.hdr.sgml : 20020411 ACCESSION NUMBER: 0001019056-01-500563 CONFORMED SUBMISSION TYPE: SC TO-I/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20011115 SUBJECT COMPANY: 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: SC TO-I/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-53477 FILM NUMBER: 1792049 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 FILED BY: 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: SC TO-I/A 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 SC TO-I/A 1 qwest-toa2.txt SCHEDULE TO-I/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------- SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2) ---------------- QWEST COMMUNICATIONS INTERNATIONAL INC. (Name of Subject Company (Issuer) and Name of Filing Person (Offeror)) ---------------- Options To Purchase Common Stock, $.01 Par Value, of Qwest Communications International Inc. Granted to Eligible Employees (Title of Class of Securities) ---------------- 749121109 (CUSIP Number of Class of Underlying Securities) ---------------- Yash Rana Vice President, Qwest Communications International Inc. 1801 California Street, Denver, Colorado 80202 (303) 992-1400 (Name, Address and Telephone Numbers of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)) -------------------- Copy to: Steven L. Grossman, Esq. O'Melveny & Myers, LLP 1999 Avenue of the Stars, 7th Floor, Los Angeles, California 90067 (310) 553-6700 CALCULATION OF FILING FEE ============================================================================= Transaction Value(1) Amount of Filing Fee(2) ----------------------------------------------------------------------------- $227,260,440 $45,452 ============================================================================= (1) Calculated solely for the purpose of determining the amount of the filing fee. The transaction value assumes that options to purchase 40,863,079 shares of Qwest Communications International Inc. Common Stock, par value $0.01 per share ("Common Stock"), having an aggregate value of $227,260,440 as of November 1, 2001, will be exchanged pursuant to this amended offer. The aggregate value of such options was calculated based on the Black-Scholes option-pricing model. (2) The amount of the filing fee, calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, equals 1/50th of 1% of the transaction value. The filing fee was previously paid in connection with previous filings of this Schedule TO. [ ] Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. Amount Previously Paid: Not Applicable Filing Party: Not Applicable Form or Registration No.: Not Applicable Date Filed: Not Applicable [ ] Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates: [ ] third-party tender offer subject to Rule 14d-1. |X| issuer tender offer subject to Rule 13e-4. [ ] going-private transaction subject to Rule 13e-3. [ ] amendment to Schedule 13D under Rule 13d-2. Check the following box if the filing is a final amendment reporting the results of the tender offer [ ]. 2 This Amendment No. 2 amends and supplements the Tender Offer Statement on Schedule TO (the "Tender Offer Statement") filed by Qwest Communications International Inc. (the "Company") with the Securities and Exchange Commission relating to the offer by the Company to certain eligible employees to exchange certain outstanding options to purchase shares of the Company's Common Stock, par value $0.01 per share (the "Common Stock"), for new non-qualified stock options to be granted by the Company under the Company's Equity Incentive Plan, all upon the terms and subject to the conditions set forth in the Amended and Restated Offer Circular, dated November 2, 2001, and in the related Election Form and Release Agreement, copies of which have been filed as Exhibits to the Tender Offer Statement. The filing of this Amendment No. 2 to the Tender Offer Statement shall not be construed as an admission by the Company that the offer described below constitutes an issuer tender offer for purposes of the Securities Exchange Act of 1934 and the rules promulgated thereunder. ITEM 2. SUBJECT COMPANY INFORMATION Item 2, subparagraph (b) of the Tender Offer Statement is hereby amended to add the following sentence: Effective as of November 14, 2001, the Company made available for use by eligible employees a new Election Form and Release Agreement (the "New Election Form"), which is filed herewith as Exhibit (a)(30) and is incorporated herein by reference. ITEM 4. TERMS OF THE TRANSACTION Item 4, subparagraph (a) of the Tender Offer Statement is hereby amended to incorporate by reference the terms and conditions set forth in the New Election Form. ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS Item 6, subparagraph (b) of the Tender Offer Statement is hereby amended to incorporate by reference the terms and conditions set forth in the New Election Form. ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION Item 7, subparagraph (b) of the Tender Offer Statement is hereby amended to incorporate by reference the terms and conditions set forth in the New Election Form. ITEM 10. FINANCIAL STATEMENTS Item 10, subparagraph (a) of the Tender Offer Statement is hereby amended to incorporate by reference pages 1 to 15 of the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2001, filed with the SEC on November 14, 2001. ITEM 12. EXHIBITS Item 12 of the Tender Offer Statement is hereby amended to add the following Exhibits: 3 (a)(30) Form of New Election Form and Release Agreement (November 14, 2001) (a)(31) Text of November 14, 2001 Communication to Employees Announcing Availability of New Election Form *(a)(32) The Company's Quarterly Report on Forms 10-Q for the quarter ended September 30, 2001, filed with the SEC on November 14, 2001 (incorporated herein by reference) ------------------------------------ * Incorporated by reference 4 SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 2 to Tender Offer Statement is true, complete and correct. QWEST COMMUNICATIONS INTERNATIONAL INC. By: /s/ Yash Rana ----------------------------------- Yash Rana Vice President Date: November 14, 2001 5 EXHIBIT INDEX Exhibit Number Description of Document - ----------- ----------------------------------------------------------- (a)(30) Form of New Election Form and Release Agreement (November 14, 2001) (a)(31) Text of November 14, 2001 Communication to Employees Announcing Availability of New Election Form 6 EX-99.A.30 3 ex99-a30.txt EXHIBIT 99(A)(30) QWEST COMMUNICATIONS INTERNATIONAL INC. OFFER TO EXCHANGE CERTAIN OUTSTANDING QWEST STOCK OPTIONS ELECTION FORM AND RELEASE AGREEMENT Instructions: o Before you complete or return this form, you should read the Amended and Restated Offer Circular dated November 2, 2001 (the "Exchange Offer Circular"), that accompanies this form. You may obtain a copy of the Exchange Offer Circular on the Qwest website. The Exchange Offer Circular contains important information about the terms and risks of the Exchange Offer, and explains many of the terms used in this form. For purposes of this form, "Eligible Options" means all outstanding options granted to you under the Qwest Equity Incentive Plan or under the U S WEST stock plans with a current exercise price equal to or greater than $35 per share, and "Recent Options" means all outstanding options granted to you by Qwest on or after May 29, 2001. o After you have read the Exchange Offer Circular, please complete this form and return it to Qwest. You may return the form by mail, courier, hand delivery (during normal business hours) or fax to the following address: Qwest Communications International Inc. 555 17th Street, 7th Floor, Denver, Colorado 80202 Attention: Qwest Stock Administration Fax No.: 303-992-1174 For your convenience, a postage-paid, pre-addressed envelope was included with your package of Exchange Offer materials for you to use to return this form to Qwest. o We cannot accept election forms by e-mail or any other means of delivery other than those means identified above. If you do not use the enclosed pre-addressed envelope to return this form to Qwest, you must pay all mailing or courier costs to deliver this form to Qwest. The method by which you deliver the signed election form to Qwest is at your option and risk, even if you use the pre-addressed envelope, and delivery will be effective only when the form is actually received by Qwest. In all cases, you should allow sufficient time to ensure timely delivery. o Qwest is not obligated to give you notice of any defects or irregularities in your elections on this form, nor will anyone incur any liability for failure to give any such notice. Qwest will determine, in its discretion, all questions as to the form and validity, including time of receipt, of elections. Qwest's determination of these matters will be final and binding. o If you need additional information, please read the Exchange Offer Circular or contact Qwest Stock Administration at StockAdmin2@Qwest.com, at the address given above or at 866-437-0007 (during normal business hours). o DEADLINE: If you wish to accept the Exchange Offer, we must receive this election form at our offices no later than 5:00 p.m., Mountain Standard Time, on November 30, 2001, unless we extend the deadline for the Exchange Offer. If we do not receive an election form from you prior to this deadline, you will be deemed to have rejected the Exchange Offer. A. Exchange Offer Election. I hereby (check the applicable box - if no election is checked, you will be deemed to have rejected the Exchange Offer): |_| Accept the Exchange Offer with respect to all of my Eligible Options and all of my Recent Options. I further agree to be bound by the terms of the release and other terms and conditions set forth in Section C of this form. (Sign under Section B of this form and return this form to Qwest.) |_| Accept the Exchange Offer only with respect to the specific grants of my Eligible Options identified below and with respect to all of my Recent Options (whether or not identified below). I further agree to be bound by the terms of the release and other terms and conditions set forth in Section C of this form. (Fill in the following table to indicate the Eligible Option grant(s) that you elect to exchange in the Exchange Offer. If you elect to exchange any portion of a particular option grant, you must exchange all of the unexercised options (whether or not vested) that are a part of that grant. If you elect to exchange any Eligible Option, you will be deemed to have elected to exchange all of your Recent Options, whether or not you list the Recent Options below. If you do not list all of your Eligible Options that you wish to exchange, you will be deemed to have rejected the Exchange Offer with respect to each of your Eligible Options (other than Recent Options) that you do not list. After completing the table, sign under Section B of this form and return this form to Qwest.)
Grant Number Number of Options Exercise Price Number of Options (Optional) Date of Grant Originally Granted Per Option Currently Outstanding ---------- ------------- ------------------ ---------- ---------------------
|_| Reject the Exchange Offer and withdraw any previous elections. My Eligible Options and Recent Options will remain outstanding as described in the response to Question 25 in the Exchange Offer Circular. (Sign under Section B and return this form to Qwest.) B. Signature (All Persons). I hereby represent and confirm to Qwest that: - -------------------------- o I have full power and authority to sign and deliver this election and release form and to tender any Eligible Options and/or Recent Options pursuant to the terms of the Exchange Offer; o I have received the Exchange Offer Circular and its attachments (which, together with this election and release form, are collectively referred to in this form as the "Offer Documents"); o I have had adequate time and opportunity to ask questions of the Company about the Exchange Offer and the Offer Documents, and to seek advice from my independent legal, tax and/or financial advisors concerning the Exchange Offer and the Offer Documents; o I understand that the Offer Documents contain all of the terms of the Exchange Offer in their entirety, and that I have not relied on any other documents or oral representations from Qwest or any of its officers, directors, employees, representatives, affiliates or agents in deciding to accept or reject the Exchange Offer; o I understand that if I elect to exchange any of my Eligible Options, I must also exchange all of my Recent Options in the Exchange Offer; o Qwest has not made any recommendation to me as to whether I should accept or reject the Exchange Offer, and any election to accept the Exchange Offer is wholly voluntary; o the information set forth in my Statement of Employee Stock Option Holdings is correct; and o my election to accept or reject the Exchange Offer is correctly set forth in Section A above. I understand that the Exchange Offer will expire at 5:00 p.m., Mountain Standard Time, on November 30, 2001 (the "Expiration Time"), unless Qwest subsequently extends the Expiration Time. I understand that I may not revoke my election to accept or reject the Exchange Offer after the Expiration Time. I understand that I can withdraw or change my elections on this form at any time prior to the Expiration Time only by completing and signing a new election form 2 and returning it to Qwest prior to the Expiration Time. If I submit a new election form to Qwest prior to the Expiration Time, I understand that my previous election(s) will be cancelled, and that the elections marked on the new election form will be effective for all purposes relating to the Exchange Offer. I understand and agree that my employment with Qwest is and will continue to be on an at-will basis, and that my employment status with Qwest is not affected in any way by the Exchange Offer or by anything contained in the Offer Documents. I also understand that if I alter or modify this form in any way (other than by checking the box corresponding to my election in Part A, completing the table in Part A (if applicable) to identify the Eligible Options that I want to exchange in the Exchange Offer, and completing the signature block below), my alterations and/or modifications will not be effective and will not be binding on Qwest. This form will be deemed to have been executed and delivered within the State of Delaware, United States of America, and the rights and obligations of the parties hereunder, and the Offer Documents, will be construed and enforced in accordance with the laws of the State of Delaware without regard to principles of conflict of laws. The parties agree that the application of Delaware law to this form, the Exchange Offer and the Offer Documents is fair and equitable. If I have accepted the Exchange Offer (as indicated in Section A of this form) as to any of my Eligible Options or Recent Options, I agree to be bound by the terms of the release and other terms and conditions set forth in Section C of this form, which are hereby incorporated by reference. This form must be completed and signed in the space below. If the signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or another person acting in a fiduciary or representative capacity, the signer's full title must be specified, and proper evidence of the authority of such person to act in such capacity must be submitted with this form. - ------------------- ------------------- ------------ ---------------------- Signature Print Name Date Social Security Number C. Release and Other Terms and Conditions (For Persons Accepting the Exchange Offer Only) - ----------------------------------------------------------------------------- By accepting the Exchange Offer (by marking such election in Section A of this form), and by my signature in Section B of this form, I hereby agree with Qwest as follows: o Subject to all of the terms and conditions of the Exchange Offer, I hereby tender all Eligible Options that I have elected to exchange, and all Recent Options that I am required to exchange, pursuant to the Exchange Offer (such exchanged options are referred to in this form as "Cancelled Options"), and I agree that, subject to acceptance by Qwest, all of my Cancelled Options will automatically terminate effective as of the Expiration Time of the Exchange Offer; o Upon acceptance of the Cancelled Options by Qwest, I, on my own behalf and on behalf of my heirs, dependents, executors, administrators and assigns, hereby release Qwest and its successors, assigns, affiliates, representatives, directors, officers and employees, past and present (collectively referred to in this form as "Released Persons"), with respect to and from any and all claims, damages, agreements, obligations, actions, suits, proceedings and liabilities of whatever kind and nature, whether now known or unknown, suspected or unsuspected (collectively referred to in this form as "Claims"), which I now own or hold or at any time previously owned or held against any of the Released Persons and that relate to or are in any way connected with the Cancelled Options. I acknowledge that I may later discover claims or facts that are in addition to or are different from those which I now know or believe to exist with respect to the Cancelled Options. Nevertheless, I hereby waive any Claim relating to or connected with the Cancelled Options that might arise as a result of such different or additional claims or facts. I fully understand the significance and consequence of this release. 3 o I have not previously assigned or transferred to any person (other than Qwest) any interest in the Cancelled Options, and I agree to defend, indemnify and hold harmless all Released Persons from and against any claim based on or in connection with any purported assignment or transfer. o Qwest will be required to issue replacement options in exchange for my Cancelled Options only if I am an eligible employee of Qwest on the grant date for the replacement options, and otherwise only in accordance with the terms set forth in the Exchange Offer Circular. If I retire or my employment with Qwest otherwise terminates for any reason (whether voluntary or involuntary, or at my election or Qwest's election) before Qwest issues any replacement options pursuant to the Exchange Offer, I understand and agree that I will not be entitled to receive any replacement options, and that all of my Cancelled Options will not be reinstated, and will remain cancelled. o If Qwest is involved in a merger, change of control or other reorganization event prior to the date upon which Qwest proposes to issue the replacement options pursuant to the Exchange Offer, it is possible that I will not receive any replacement options, securities of the surviving corporation or other consideration in exchange for my Cancelled Options or in exchange for any replacement options that Qwest otherwise would have granted to me pursuant to the Exchange Offer. o Any replacement options issued in exchange for my Cancelled Options will be evidenced by a new instrument of grant to be issued by Qwest under the Equity Incentive Plan. o The Offer Documents comprise the entire agreement and final understanding concerning the Exchange Offer and my Cancelled Options, and the Offer Documents supersede and replace all prior agreements, proposed or otherwise, whether written or oral, between Qwest and me concerning the subject matter thereof. Qwest will not be bound by any representation, promise or agreement that is not specifically contained in the Offer Documents. o Qwest reserves the right, under the circumstances set forth in the Exchange Offer Circular, to terminate or amend the offer, or to postpone its acceptance and cancellation of any Cancelled Options. o If any provision of the Offer Documents or this election and release form is found to be invalid, such finding will not affect the validity and enforceability of the other provisions of such documents, so long as the essential economic provisions of this form and the Exchange Offer can still be given effect. o I agree to cooperate fully and to execute any and all supplementary documents and to take all additional actions that may be necessary or appropriate to give full force to the basic terms and intent of this form and the Exchange Offer and which are not inconsistent with their respective terms. - -------------------------------------------------------------------------------- FOR COMPANY USE ONLY Accepted and Agreed on Behalf of the Company: Qwest Communications International Inc. (To be completed by Qwest after the Exchange to certify that the Exchange has been completed.) - ------------------------- -------------------------------- ---------------- Signature Title Date - -------------------------------------------------------------------------------- (End of document.) 4 EX-99.A.31 4 ex99-a31.txt EXHIBIT 99(A)(31) [Text of E-mail message and correspondence to Eligible Employees regarding revised Election Form and Release Agreement] REMINDER: The deadline to accept the offer is 5:00 p.m., Mountain Standard Time, on Friday, November 30, 2001. As you may know, we have announced a voluntary stock option exchange program. We are now making available to all eligible employees a new Election Form and Release Agreement, which may be used to accept or reject the offer. The revised form no longer requires you to confirm that you have read and understand the Offer Circular and the other offer documents as a condition of accepting the offer. We nevertheless strongly encourage you to read the Offer Circular and all of the documents that are referenced in the Offer Circular. After reading these documents, if you have any questions regarding the offer, you should refer to the additional information that is posted on the Q, or you may contact Qwest Stock Administration at 866-437-0007, or at StockAdmin2@Qwest.com. If you have already correctly completed and submitted an Election Form, you do not have to do anything else. We will accept either version of the Election Form. If you have not yet submitted an Election Form, you may make your election by completing, signing and submitting the new form or the old form. If you have already submitted an Election Form, you may complete and submit a new form to replace the previous one, if you so choose, but you do not have to do so. In any case, we will continue to accept elections that are validly made by eligible employees using any of the forms that we have circulated in connection with the offer. Click here to access the new form of the Election Form and Release Agreement: http://theq.qwest.net/departments/hr/electform.pdf [LINK TO NEW ELECTION FORM]. Click here to access the other documents on the Q with respect to the offer: http://theq.qwest.net/departments/hr/index.html [LINK TO HR WEBSITE] We have also posted on the Q updated materials in response to some questions we have received. These materials clarify two matters: o We expect all new options granted to replace options exchanged and cancelled in the program will vest over four years (25% per year). We do not expect that any of the new options will have a longer exercise period. o As you know, only options with an exercise price of $35 or higher are eligible options that may be tendered in the exchange offer. For options granted by U S WEST to be eligible options, they must have a POST-conversion exercise price of $35 or higher. This means that you can only exchange your Qwest options that were originally granted by U S WEST if the original exercise price of those options (before giving effect to the merger) was $60.53 or higher. -----END PRIVACY-ENHANCED MESSAGE-----