-----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, PTmzj71R5jZmSAD3ZU/2USgqYkxBAY3/c1EHPcSoSWh6QGpLvz0BrdoDGnORyk8t +irGevVZ9QVKtZjUUzrELQ== 0001019056-98-000180.txt : 19980406 0001019056-98-000180.hdr.sgml : 19980406 ACCESSION NUMBER: 0001019056-98-000180 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980330 ITEM INFORMATION: FILED AS OF DATE: 19980403 SROS: NASD 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: 98586703 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): March 30, 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 March 31, 1998, the Registrant announced the consummation of the merger pursuant to the Amended and Restated Agreement and Plan of Merger dated as of December 31, 1997 (the "Merger Agreement") among Phoenix Network, Inc. ("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. As of March 30, 1998, the effective date of the acquisition, approximately 785,175 shares of the Registrant's common stock having a deemed value of approximately $27,222,017 (based upon an adjusted average price of $34.67 per share) were exchanged for the outstanding shares of common stock, par value $0.001 per share of Phoenix ("Phoenix Common Stock"). Each outstanding share of Phoenix Common Stock was converted into the right to receive 0.0218 shares of the Registrant's common stock and cash in lieu of fractional shares, in accordance with the terms of the Merger Agreement. Additional cash consideration of up to $4 million is being withheld pending the outcome of litigation to which Phoenix or its affiliates may have certain potential liability, and as to which final and nonappealable resolution has not been attained. The press release dated March 31, 1998 of the Registrant and Phoenix Network announcing the consummation of the merger is filed with the Securities and Exchange Commission as Exhibit 99.1 to this Current Report on Form 8-K. The Registrant cautions that the press release contains forward-looking statements that may include, among others, statements concerning the Registrant's plans to complete an approximately 16,250 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. Important factors that could prevent the Registrant from achieving its stated goals include, but are not limited to: (i) failure by the Registrant to manage effectively, cost efficiently and on a timely basis the construction of the Qwest Network route segments; (ii) failure by the Registrant to enter into additional customer contracts to sell dark fiber or provide high-volume capacity and otherwise expand its telecommunications customer base; (iii) failure by the Registrant to obtain and maintain all necessary rights-of-way; (iv) intense competition in the Registrant's carrier services and commercial services markets; (v) the potential for rapid and significant changes in technology and their effect on the Company's operations; (vi) operating and financial risks related to managing rapid growth and integrating acquired businesses; (vii) adverse changes in the regulatory environment; (viii) failure by the Registrant to consummate the previously announced merger with LCI International Inc. timely or at all; and (ix) risks of being highly leveraged and sustaining operating cash deficits. 1 ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS Exhibit 99.1 Press release of Phoenix Network, Inc. and the Registrant dated March 31, 1998. 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: April 1, 1998 By: /s/ ROBERT S. WOODRUFF ---------------------------------------- Robert S. Woodruff Executive Vice President - Finance, Chief Financial Officer and Treasurer S-1 EXHIBIT INDEX Exhibit 99.1 Press release of Phoenix Network, Inc. and the Registrant dated March 31, 1998. A-1 EX-99.1 2 EXHIBIT 99.1 QWEST CORPORATE CONTACT: QWEST INVESTOR CONTACT: QWEST MEDIA CONTACT: - ----------------------- ---------------------- ------------------- Qwest Qwest Communications Alexander Communications Communications Lee Wolfe Erin McKelvey Diane Reberger (800) 567-7296 (303) 615-5070 x108 (303) 291-1708 LWOLFE@QWEST.NET emckelve@alexander-pro.com DREBERGER@QWEST.NET HTTP://WWW.QWEST.NET HTTP://WWW.ALEXANDER-PR.COM - ------------------- -------------------- --------------------------- HTTP//WWW.QWEST.NET - ------------------- PHOENIX NETWORK INVESTOR CONTACT: - -------------------------------- Phoenix Network Monica Williamson (800) 448-0804 HTTP://WWW.PHOENIXNET.COM QWEST ANNOUNCES COMPLETION OF PHOENIX NETWORK ACQUISITION DENVER--(BUSINESS WIRE)--MARCH 31, 1998--Qwest Communications International Inc. today announced the consummation of the definitive merger agreement, dated Dec. 31, 1997, to acquire Phoenix Network, Inc. of Golden Colorado. Phoenix Network, the non-facilities-based reseller of long distance services, has approximately 40,000 business customers, and annual revenue of nearly $75 million. As of the close of the acquisition, approximately 785,175 shares of Qwest common stock having a deemed value of approximately $27,222,017 (based upon an adjusted average price of $34.67 per share) were exchanged for the outstanding shares of Phoenix Network. Additional cash consideration of up to $4 million is being withheld pending the outcome of litigation to which Phoenix Network or its affiliates may have certain potential liability, and as to which final and nonappealable resolution has not been attained. The transaction was approved by a majority vote of Phoenix Network stockholders at their Annual Meeting of Stockholders held March 30, 1998, the effective date of the transaction. Each outstanding share of Phoenix Network common stock will be exchanged for 0.0218 shares of Qwest common stock and cash in lieu of fractional shares in accordance with the terms of the definitive merger agreement. As soon as practicable following the close of the transaction, Chase Mellon Shareholder Services, the appointed exchange agent, will issue letters of transmittal to each Phoenix Network stockholder, detailing procedures of the exchange. The outstanding shares of Phoenix Network common stock on the effective date were 36,053,884 shares (on a fully diluted basis). A-2 THE QWEST MACRO CAPACITY NETWORK Qwest's planned domestic 16,250 mile network will serve over 125 cities, which represent approximately 80 percent of the data and voice traffic originating in the United States, upon its scheduled completion in the second quarter of 1999. Currently, 3,750 miles are activated from Los Angeles to Cleveland; and from Dallas to Houston. Qwest is also extending its network 1,400 miles into Mexico with completion slated for late third quarter 1998. The Qwest Macro Capacity Fiber network is designed with a highly reliable and secure bi-directional, line switching OC-192 SONET ring architecture. Upon completion, the network will offer a self-healing system that provides the ultimate security and reliability by allowing instantaneous rerouting in the event of a fiber cut. ABOUT QWEST Qwest Communications International Inc. (NASDAQ:QWST) is a multimedia communications company building a high-capacity, fiber optic network for the 21st century. With its cutting-edge technology, Qwest will deliver high-quality data, video and voice connectivity securely and reliably to businesses, customers and other communications service providers. Further information is available at WWW.QWEST.NET. # # # This release may contain 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 SEC, specifically the most recent reports on Form 10-Q, 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, dependence on new product development, rapid technological and market change, failure to complete the network on schedule, failure to consummate the proposed merger with LCI International, Inc. timely or at all, volatility of stock price, financial risk management and future growth subject to risks. The Qwest logo is a registered trademark of Qwest Communications International Inc. in the U.S. and certain other countries. A-3 -----END PRIVACY-ENHANCED MESSAGE-----