-----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, NqjM3Csljvn+QL1fy50aSKj5fV7Lj+tECilOWJLsCtBxt9hpYdKD933Xy4SoqmGr ZPWFdDiIk39PE3qk08ZyFA== 0001019056-98-000336.txt : 19980615 0001019056-98-000336.hdr.sgml : 19980615 ACCESSION NUMBER: 0001019056-98-000336 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980605 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980612 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: 98646870 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): June 5, 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.) 1000 QWEST TOWER, 555 SEVENTEENTH STREET 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 2. ACQUISITION OR DISPOSITION OF ASSETS On June 5, 1998, the Registrant announced the consummation of the merger pursuant to the Agreement and Plan of Merger dated as of March 8, 1998, as amended (the "Merger Agreement"), among LCI International, Inc. ("LCI"), the Registrant and a wholly-owned subsidiary of the Registrant, providing for the merger of such subsidiary with and into LCI. As of June 5, 1998, the effective date of the merger, each outstanding share of common stock, par value $.01 per share, of LCI ("LCI Common Stock") was converted into the right to receive 1.1661 shares of the Registrant's common stock and cash in lieu of fractional shares, in accordance with the terms of the Merger Agreement. The press release dated June 5, 1998 of the Registrant and LCI 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 18,449 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 Registrant's operations; (vi) operating and financial risks related to managing rapid growth and integrating acquired businesses; (vii) adverse changes in the regulatory environment; and (viii) 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 the Registrant and LCI International, Inc. dated June 5, 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: June 12, 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 the Registrant and LCI International, Inc. dated June 5, 1998. A-1 EX-99.1 2 EXHIBIT 99.1 QWEST CORPORATE CONTACT: QWEST INVESTOR CONTACT: QWEST MEDIA CONTACT: - ------------------------ ----------------------- -------------------- Qwest Communications Qwest Communications Alexander Communications Lisa Hempel Lee Wolfe Amy Messenger (303) 291-1708 (800) 567-7296 (303) 615-5070 x101 LHEMPEL@QWEST.NET LWOLFE@QWEST.NET AMESSENGER@ALEXANDER-PR.COM - ----------------- ---------------- --------------------------- HTTP://WWW.QWEST.NET HTTP://WWW.QWEST.NET HTTP://WWW.ALEXANDER-PR.COM - -------------------- -------------------- --------------------------- LCI CORPORATE CONTACT: LCI INVESTOR CONTACT: LCI International LCI International Gerry Simone Kevin Taback (703) 848-4478 (703) 848-4493 SIMONEG@LCI.COM TABACKK@LCI.COM HTTP://WWW.LCI.COM HTTP://WWW.LCI.COM QWEST AND LCI CONSUMMATE MERGER DENVER AND MCLEAN, VA - JUNE 5, 1998 - Qwest Communications International Inc. and LCI International, Inc. today announced the merger between them has been completed and will be effective Friday, June 5, 1998, at 4:30 p.m. Eastern Daylight Time. The merger creates one of the industry's leading multimedia communications companies with combined 1997 revenues of $2.3 billion, over two million business and residential customers, a total current equity market capitalization of approximately $11 billion, and the most advanced fiber optic network in the world. Each outstanding share of LCI common stock will be exchanged for 1.1661 shares of Qwest common stock and cash in lieu of fractional shares. The exchange rate for each LCI share was determined by dividing $42 by $36.0178 - the average of the daily volume weighted average of trading prices for Qwest common stock for the 15 consecutive trading day period ending on June 4, 1998. In the transaction, Qwest will issue up to 129,788,000 shares in respect of LCI shares and options currently outstanding, or approximately 38 percent of the combined company's shares (assuming all LCI options are exercised). The merger is intended to qualify as a tax-free reorganization and will be accounted for as a purchase. "The combination of Qwest and LCI creates one of the fastest growing companies in America today. We are very pleased to consummate the merger with LCI in such a smooth and timely manner," said Joseph P. Nacchio, president and CEO of Qwest. "We have a top notch management team with extraordinary experience to lead the industry by combining the world-class attributes of the Qwest Macro Capacity(sm) Fiber Network with LCI's sales and marketing expertise, distribution channels, and customer care and billing systems." Commenting on the completion of the deal, H. Brian Thompson, former LCI chairman and CEO who will now serve as Qwest's new vice chairman said, "We are very proud of what we have accomplished over the past seven years, as we have transformed LCI from a struggling company with minimal recognition, into a world-class organization and one of the most successful competitors in the long-distance industry. This merger will allow our combined companies to establish a whole new level of market presence, capabilities and position in serving customers in the global marketplace." THE QWEST MACRO CAPACITY FIBER NETWORK Qwest's planned domestic 18,449 mile network will serve over 130 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. To date, approximately 8,500 miles of the Qwest Macro Capacity Fiber Network are activated, including the transcontinental segment that extends from Los Angeles to Sacramento and across to New York. Qwest is also extending its network 1,400 miles into Mexico with completion slated for late 1998 and has transatlantic capacity to serve Europe. 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 LCI LCI International, Inc. one of the nation's fastest growing long-distance carriers, provides a full array of world wide voice and data transmission services to businesses, residential customers and other carriers through its 4,500 mile fiber-optic network which is planned to be 8,500 miles by the end of the year. The company also currently provides local telephone service to commercial customers in 41 U.S. markets. LCI International, Inc. has offices in more than 60 locations, including national network control and customer service centers, and regional operations in various locations throughout the United States. 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 state-of-the-art network technology, Qwest will deliver high-quality data, video and voice services securely and reliably to businesses, consumers, 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, especially the most recent filings of Qwest under the Securities Exchange Act of 1934, 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, volatility of stock price, financial risk management and future growth subject to risks. 2 This announcement is not an offer to sell or a solicitation to buy any securities of Qwest. Any offering of securities will be made only pursuant to a prospectus prepared by Qwest. The Qwest logo is a registered trademark of Qwest Communications International Inc. in the U.S. and certain other countries. 3 -----END PRIVACY-ENHANCED MESSAGE-----