-----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, JEr1uIW4PGw/QZCIPHUt8cIYdC1Z8oQJp5mMWLw7EuNMpk5UoGjmHTvdqlq5/xB8 y2wplhnlwl5Tp1kCn61JPw== 0001019056-02-000054.txt : 20020414 0001019056-02-000054.hdr.sgml : 20020414 ACCESSION NUMBER: 0001019056-02-000054 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020206 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020206 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: 1934 Act SEC FILE NUMBER: 001-15577 FILM NUMBER: 02528021 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 qwest8_k.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): February 6, 2002 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 February 6, 2002, Qwest Communications International Inc. ("Qwest") announced it had entered into a wholesale services agreement with BellSouth Corporation ("BellSouth"). Under the terms of the wholesale services agreement, BellSouth will purchase $350 million in services and products from Qwest over four years on a take-or-pay basis. A copy of the press release announcing the same is attached as Exhibit 99.1 to this Current Report on Form 8-K. Qwest and BellSouth formed a strategic relationship in 1999. As part of the relationship, BellSouth purchased 74 million shares of Qwest stock for $3.5 billion. BellSouth currently owns approximately 45.5 million shares of Qwest stock. BellSouth may now sell up to 9.25 million shares in a calendar month, but not more than 18.5 million shares in a calendar quarter under remaining contractual limitations. Qwest has approximately 1.67 billion shares outstanding. The average daily trading volume of Qwest is about 11 million shares per day over the last three months. Concurrently with entering into the wholesale services agreement, Qwest and BellSouth terminated a previous agreement under which BellSouth was to purchase $250 million in Qwest products and services in exchange for Qwest stock. In consideration of terminating the earlier contract, Qwest is giving BellSouth a credit of $71 million toward payment for its products and services under the new $350 million wholesale services agreement. 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 Communications International Inc. (together with its affiliates, "Qwest", "we" or "us") 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 but not limited to: potential fluctuations in quarterly results; volatility of Qwest's stock price; intense competition in the markets in which we compete; changes in demand for our products and services; the duration and extent of the current economic downturn, including its effect on our customers and suppliers; adverse economic conditions in the markets served by us or by companies in which we have substantial investments; 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; 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 our business; delays in our ability to provide interLATA services within our 14-state local service area; 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, and difficulties in combining the operations of the combined company. The information contained in this Current Report on Form 8-K is a statement of Qwest's present intention, belief or expectation and is based upon, among other things, the existing regulatory environment, industry conditions, market conditions and prices, the economy in general and Qwest's assumptions. Qwest may change its intention, belief or expectation, 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 2 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 applicable law or that the information is material. ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits Exhibit 99.1 Press Release dated February 6, 2002. 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: February 6, 2002 By: /s/ Yash A. Rana ---------------------------- Yash A. Rana Vice President 3 EXHIBIT INDEX Exhibit 99.1 Press Release dated February 6, 2002 4 EX-99.1 3 ex99_1.txt EXHIBIT 99.1 Investor Contact: Media Contacts: - ----------------- --------------- Nancy Humphries Jeff Battcher BellSouth BellSouth 404-249-3428 404-713-0274 Lee Wolfe Tyler Gronbach Qwest Communications Qwest Communications 800-567-7296 303-992-2155 BELLSOUTH SIGNS WHOLESALE AGREEMENT WITH QWEST ATLANTA/DENVER - February 6, 2002 - BellSouth Corporation (NYSE: BLS) and Qwest Communications International Inc. (NYSE: Q) announced today that they have signed a wholesale services agreement. The new agreement will take effect immediately. Under the agreement, BellSouth will purchase $350 million of services from Qwest over a four-year period and will add this portfolio of products and services to the BellSouth long distance, data and Internet suite of services. "BellSouth and Qwest have been successful in providing customers in the Southeast with a full suite of communications services. This wholesale agreement will further enhance our ability to access the Qwest data network and portfolio of retail products for our customers," said BellSouth Chairman and CEO Duane Ackerman. "We have had a very successful coordinated marketing relationship with BellSouth winning the confidence of business customers throughout the Southeast. We look forward to being a wholesale provider of long-distance and data services as BellSouth expands its offerings," said Qwest Chairman and CEO Joseph P. Nacchio. Separately, BellSouth and Qwest agreed to terminate a previous purchase agreement. 5 ABOUT QWEST Qwest Communications International Inc. (NYSE: Q) is a leader in reliable, scalable and secure broadband 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 190,000 miles globally. For more information, please visit the Qwest Web site at www.qwest.com. 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 Communications International Inc. (together with its affiliates, "Qwest", "we" or "us") 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 but not limited to: potential fluctuations in quarterly results; volatility of Qwest's stock price; intense competition in the markets in which we compete; changes in demand for our products and services; the duration and extent of the current economic downturn, including its effect on our customers and suppliers; adverse economic conditions in the markets served by us or by companies in which we have substantial investments; 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; 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 our business, delays in our ability to provide interLATA services within our 14-state local service area; 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, and difficulties in combining the operations of the combined company. This release may include analysts' estimates and other information prepared by third parties for which we assume no responsibility. We undertake 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 U.S. and certain other countries. ABOUT BELLSOUTH CORPORATION BellSouth Corporation is a Fortune 100 communications services company headquartered in Atlanta, GA, serving nearly 46 million customers in the United States and 15 other countries. Consistently recognized for customer satisfaction, BellSouth provides a full array of broadband data and e-commerce solutions to business customers, including Web hosting and other Internet services. In the residential market, BellSouth offers DSL high-speed Internet access, advanced voice features and other services. BellSouth also provides online and directory advertising services, including BellSouth(R) Real PagesSM.com. BellSouth owns 40 percent of Cingular Wireless, the nation's second largest wireless company, which provides innovative wireless data and voice services. In addition to historical information, this document contains forward-looking statements regarding events and financial trends. Factors that could affect future results and could cause actual results to differ materially from those expressed or implied in the forward-looking statements include: (i) a change in economic conditions in domestic or international markets where we operate or have material investments which would affect demand for our services; (ii) the intensity of competitive activity and its resulting impact on pricing strategies and new product offerings; (iii) higher than anticipated cash requirements for investments, new business initiatives and acquisitions and (iv) those factors contained in the Company's periodic reports filed with the SEC. The forward-looking information in this document is given as of this date only, and BellSouth assumes no duty to update this information. # # # 6 -----END PRIVACY-ENHANCED MESSAGE-----