-----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, HM/bICwfDK2TnfuxKdFvQQZe6QcXvNQdHOy6Fv1lWNjNS6o3Yo4NM4NC9eNf6Uie M4+R86GR2ejoqfsUELYnag== 0001019056-98-000392.txt : 19980708 0001019056-98-000392.hdr.sgml : 19980708 ACCESSION NUMBER: 0001019056-98-000392 CONFORMED SUBMISSION TYPE: S-3 PUBLIC DOCUMENT COUNT: 8 FILED AS OF DATE: 19980707 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: S-3 SEC ACT: SEC FILE NUMBER: 333-58617 FILM NUMBER: 98661320 BUSINESS ADDRESS: STREET 1: 100 QUEST TOWER STREET 2: 555 SEVENTEENTH STREET CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 3032911400 MAIL ADDRESS: STREET 1: 100 QUEST TOWER STREET 2: 555 SEVENTEENTH STREET CITY: DENVER STATE: CO ZIP: 80202 FORMER COMPANY: FORMER CONFORMED NAME: QUEST COMMUNICATIONS INTERNATIONAL INC DATE OF NAME CHANGE: 19970416 S-3 1 FORM S-3 As Filed With the Securities and Exchange Commission on July 7, 1998 Registration No. 333-__________ ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------ QWEST COMMUNICATIONS INTERNATIONAL INC. (Exact name of Registrant as specified in its charter) DELAWARE 84-1339282 (State of Incorporation) (I.R.S. Employer Identification Number) 1000 QWEST TOWER 555 SEVENTEENTH STREET DENVER, COLORADO 80202 TEL: 303-992-1400 (Address, including zip code, and telephone number including area code, of registrant's principal executive offices) ------------------------ ROBERT S. WOODRUFF, EXECUTIVE VICE PRESIDENT-FINANCE QWEST COMMUNICATIONS INTERNATIONAL INC. 1000 QWEST TOWER 555 SEVENTEENTH STREET DENVER, COLORADO 80202 TEL: 303-992-1400 (Name, address, including zip code, and telephone number, including area code, of agent for service) COPIES TO: DRAKE S. TEMPEST, ESQ. O'MELVENY & MYERS LLP CITICORP CENTER 153 EAST 53RD STREET, 54TH FLOOR NEW YORK, NEW YORK 10022-4611 TEL: 212-326-2000 FAX: 212-326-2061 APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after the Registration Statement becomes effective. If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [ ] If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, please check the following box. [ ]
CALCULATION OF REGISTRATION FEE ================================================================================================================= Title of Each Class Proposed Proposed Maximum Proposed Maximum of Securities to Amount to Offering Price Aggregate Amount of be Registered be Registered Per Share Offering Price Registration Fee - ----------------------------------------------------------------------------------------------------------------- Common Stock, par value 3,414,000 (1) N/A $123,416,100 (2) $42,557.28 $.01 per share........... =================================================================================================================
(1) Represents the estimated number of shares of common stock, par value $.01 per share, of the Registrant ("Qwest Common Stock") issued or issuable upon effectiveness of this Registration Statement on Form S-3 (this "Registration Statement"). The exact number of shares to be issued will be calculated based upon a specified average price of the Qwest Common Stock over a specified period prior to the effectiveness of this Registration Statement. The Registrant does not expect the number of shares actually issued to exceed the number indicated. (2) Estimated solely for purposes of calculating the registration fee required by Section 6(b) of the Securities Act of 1933, as amended (the "Securities Act"), and computed pursuant to Rules 457(a) and 457(c) under the Securities Act on the basis of $36.15 (the average of the high and low price of Qwest Common Stock on July 2, 1998) multiplied by 3,414,000 (the approximate maximum aggregate number of shares of Qwest Common Stock issued or issuable in connection with this Registration Statement. The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission acting pursuant to said Section 8(a), may determine. ================================================================================ QWEST COMMUNICATIONS INTERNATIONAL INC. PROSPECTUS COMMON STOCK This Prospectus relates to approximately 3,414,000 shares (the "Shares") of common stock, par value $.01 per share (the "Qwest Common Stock"), of Qwest Communications International Inc., a Delaware corporation ("Qwest"). The Shares are owned by or to be issued to the persons named in this Prospectus under the caption "Selling Stockholders." The Selling Stockholders may from time to time sell the Shares on the National Association of Securities Dealers Automated Quotation System/National Market (the "Nasdaq") or on any other national securities exchange on which the Qwest Common Stock may be listed or traded, in negotiated transactions or otherwise, at prices then prevailing or related to the then current market price or at negotiated prices. The Shares may be sold directly or through brokers or dealers. See "Plan of Distribution." Qwest will receive no part of the proceeds of any sales made hereunder. See "Use of Proceeds." All expenses of registration incurred in connection with the offering are being borne by Qwest, but all selling and other expenses incurred by the Selling Stockholders will be borne by the Selling Stockholders. See "Selling Stockholders." The Selling Stockholders and any broker-dealers participating in the distribution of the Shares may be deemed to be "underwriters" within the meaning of the Securities Act of 1933, as amended (the "Securities Act"), and profits on the sale of Shares by the Selling Stockholders and any commissions or discounts given to any such broker-dealer may be regarded as underwriting commissions or discounts under the Securities Act. The Shares have not been registered for sale by the Selling Stockholders under the securities laws of any state as of the date of this Prospectus. Brokers or dealers effecting transactions in the Shares should confirm the registration thereof under the securities laws of the states in which such transactions occur or the existence of any exemption from registration. The Qwest Common Stock is traded on the Nasdaq. On July 2, 1998, the last sale price of the Qwest Common Stock on the Nasdaq was $35.9375 per share. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. NO DEALER, SALESMAN, OR OTHER PERSON, INCLUDING THE SELLING STOCKHOLDERS, HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY QWEST. THE DELIVERY OF THIS PROSPECTUS AT ANY TIME DOES NOT IMPLY THAT THE INFORMATION HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE. THE DATE OF THIS PROSPECTUS IS JULY 7, 1998 AVAILABLE INFORMATION Qwest is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance therewith files reports, proxy statements and other information with the Securities and Exchange Commission (the "Commission"). Such reports, proxy statements and other information may be inspected and copied at the public reference facilities maintained by the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the Regional Offices of the Commission located at Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661, and 7 World Trade Center, Suite 1300, New York, New York 10048. Please call the Commission at 1-800-SEC-0330 for further information relating to the public reference rooms. Copies of such information may be obtained at the prescribed rates from the Public Reference Section of the Commission, 450 Fifth Street, N.W., Washington, D.C. 20549. In addition, the Commission maintains a Web site (http://www.sec.gov) that contains certain reports, proxy statements and other information regarding Qwest. Shares of Qwest Common Stock traded on the Nasdaq National Market. Material filed by Qwest may also be inspected at the offices of the National Association of Securities Dealers, Inc., Market Listing Section, 1735 K Street, N.W., Washington, D.C. 20006. No person is authorized to give any information or to make any representations with respect to the matters described in this Prospectus other than those contained herein or in the documents incorporated by reference herein. Any information or representations with respect to such matters not contained herein or therein must not be relied upon as having been authorized by Qwest. This Prospectus does not constitute an offer to sell or a solicitation of an offer to buy securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. Neither the delivery of this Prospectus nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of Qwest since the date hereof or that the information in this Prospectus or in the documents incorporated by reference herein is correct as of any time subsequent to the date hereof or thereof. This Prospectus contains or incorporates by reference forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act that include, among others, (i) statements by Qwest concerning (a) the benefits expected to result from certain transactions, including, without limitation, synergies in the form of increased revenues, decreased expenses and avoided expenses and expenditures that are expected to be realized by Qwest after the closing of such transactions and (b) the complementary nature of certain acquired businesses and the Qwest Network, (ii) Qwest's plans to complete the Qwest Network (as defined herein), (iii) Qwest's expectations as to funding Qwest's capital requirements, (iv) Qwest's anticipated expansion of Carrier Services and Commercial Services (each as defined herein), and (v) other statements by Qwest of expectations, beliefs, future plans and strategies, anticipated developments and other matters that are not historical facts. The management of Qwest cautions the reader that these forward-looking statements are subject to risks and uncertainties, including financial, regulatory environment, and trend projections, that could cause actual events or results to differ materially from those expressed or implied by the statements. Such risks and uncertainties include those risks, uncertainties and risk factors identified, among other places, under "RISK FACTORS" and "QWEST'S MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS" in the documents incorporated or deemed to be herein. The most important factors that could prevent Qwest from achieving its stated goals include, but are not limited to, (a) failure by Qwest to manage effectively, cost efficiently and on a timely basis the construction of the Qwest Network route segments, (b) failure by Qwest to enter into additional customer contracts to sell dark fiber or provide high-volume capacity and otherwise expand its telecommunications customer base on the Qwest Network, (c) failure by Qwest to obtain and maintain all necessary rights-of-way, (d) intense competition in Qwest's carrier services and commercial services markets, (e) the potential for rapid and significant changes in technology and their effect on Qwest's operations, (f) operating and financial risks related to managing rapid growth and integrating acquired businesses, (g) adverse changes in the regulatory environment, (h) failure by Qwest to integrate the respective operations of Qwest and certain acquired businesses or to achieve the synergies expected from certain transactions. The cautionary statements contained or referred to in this section should be considered in connection with any subsequent written or oral forward-looking statements that may be issued by Qwest or persons acting on its behalf. Qwest undertakes no obligation 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. 2 DOCUMENTS INCORPORATED BY REFERENCE The following documents, which have been filed by Qwest with the Commission, are incorporated herein and specifically made a part hereof by this reference: (i) Annual Report on Form 10-K for the fiscal year ended December 31, 1997; (ii) Quarterly Report on Form 10-Q for the quarter ended March 31, 1998, as amended on Form 10-Q/A, filed May 7, 1998; and (iii) Amendment No. 1 to Registration Statement on Form S-4 (File No. 333-49915) filed May 13, 1998. In addition, all documents filed with the Commission by Qwest subsequent to the date of this Prospectus and prior to the termination of the offering made hereby shall be deemed to be incorporated by reference into this Prospectus and to be a part hereof from the date of filing of such documents with the Commission. Any statement contained herein or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Prospectus to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus. THIS PROSPECTUS IS PART OF A REGISTRATION STATEMENT ON FORM S-3 (TOGETHER WITH ANY AMENDMENTS OR SUPPLEMENTS THERETO, THE "REGISTRATION STATEMENT") FILED BY QWEST PURSUANT TO THE SECURITIES ACT. THIS PROSPECTUS DOES NOT CONTAIN ALL THE INFORMATION SET FORTH IN THE REGISTRATION STATEMENT, CERTAIN PARTS OF WHICH ARE OMITTED IN ACCORDANCE WITH THE RULES AND REGULATIONS OF THE COMMISSION. THE REGISTRATION STATEMENT AND ANY AMENDMENTS THERETO, INCLUDING EXHIBITS FILED AS A PART THEREOF, ALSO ARE AVAILABLE FOR INSPECTION AND COPYING AS SET FORTH ABOVE. STATEMENTS CONTAINED IN THIS PROSPECTUS OR IN ANY DOCUMENT INCORPORATED BY REFERENCE IN THIS PROSPECTUS AS TO THE CONTENTS OF ANY CONTRACT OR OTHER DOCUMENT REFERRED TO HEREIN OR THEREIN ARE NOT NECESSARILY COMPLETE, AND IN EACH INSTANCE REFERENCE IS MADE TO THE COPY OF SUCH CONTRACT OR OTHER DOCUMENT FILED AS AN EXHIBIT TO THE REGISTRATION STATEMENT, EACH SUCH STATEMENT BEING QUALIFIED IN ALL RESPECTS BY SUCH REFERENCE. THIS PROSPECTUS INCORPORATES DOCUMENTS BY REFERENCE THAT ARE NOT PRESENTED HEREIN OR DELIVERED HEREWITH. COPIES OF SUCH DOCUMENTS, OTHER THAN EXHIBITS TO SUCH DOCUMENTS THAT ARE NOT SPECIFICALLY INCORPORATED BY REFERENCE HEREIN, ARE AVAILABLE WITHOUT CHARGE TO ANY PERSON, TO WHOM THIS PROSPECTUS IS DELIVERED, UPON WRITTEN OR ORAL REQUEST TO: INVESTOR RELATIONS, QWEST COMMUNICATIONS INTERNATIONAL INC., 1000 QWEST TOWER, 555 SEVENTEENTH STREET, DENVER, COLORADO 80202, TELEPHONE NUMBER 800-567-7296. QWEST COMMUNICATIONS INTERNATIONAL INC. Qwest is a facilities-based provider of multimedia communications services to interexchange carriers and other communications entities ("Carrier Services") and to businesses and consumers ("Commercial Services"), and it constructs and installs fiber optic communications systems for interexchange carriers and other communications entities, as well as for its own use ("Network Construction Services"). Qwest is expanding its existing long distance network into an approximately 18,450 route-mile coast-to-coast, technologically advanced, fiber optic telecommunications network (the "Qwest Network"). Qwest will employ, throughout substantially all of the Qwest Network, a self-healing SONET ring architecture equipped with the most advanced commercially available fiber and transmission electronics manufactured by Lucent Technologies and Northern Telecom Inc., respectively. The Qwest Network's advanced fiber and transmission electronics are expected to provide Qwest with lower installation, operating and maintenance costs than older fiber systems generally in commercial use today. In addition, Qwest has entered into contracts for the sale of dark fiber along the route of the Qwest Network, which will reduce Qwest's net cost per fiber mile with respect to the fiber it retains for its own use. As a result of these cost advantages, Qwest believes it will be well-positioned to capture market share and take advantage of the rapidly growing demand for long haul voice and data transmission capacity and services. Under Qwest's current plan, the Qwest Network will extend approximately 18,450 route-miles coast-to-coast and connect approximately 130 metropolitan areas that represent approximately 80% of the originating and terminating long distance traffic in the United States. Presently, Qwest provides services to its customers through owned and leased digital fiber optic facilities and more than 15 switches strategically located throughout the United States, connecting Qwest to metropolitan areas that account for more than 95% of U.S. call volume. Construction of the Qwest Network is scheduled to be completed in 1999. Through a combination of the Qwest Network and leased facilities, Qwest will continue to offer interstate services in all 48 contiguous states. The Qwest Network will connect to three trans-Atlantic cable heads and two trans-Pacific cable heads, as well as cross-border points to Canada and Mexico. In addition to the 18,450 route mile U.S. network, Qwest recently extended its network to the United Kingdom through an exchange of capacity for two 155 megabit circuits that will carry international data and voice traffic between London and New York. Qwest also is extending its network approximately 1,400 3 route miles into Mexico through dark fiber to be owned by Qwest on the fiber optic system of a third party. Completion of the Mexico network is scheduled for late 1998. These connections will allow Qwest to participate in the anticipated growth in demand for international long distance data and voice services. Qwest believes that demand from interexchange carriers and other communications entities for advanced, high bandwidth voice, data and video transmission capacity will increase over the next several years due to regulatory and technological changes and other industry developments. These anticipated changes and developments include: (i) continued growth in capacity requirements for high-speed data transmission, ATM and Frame Relay services, Internet and multimedia services and other new technologies and applications; (ii) continued growth in demand for existing long distance services; (iii) entry into the market of new communications providers; (iv) requirements of the four principal nationwide carriers (AT&T Corporation, MCI Communications Corporation, Sprint Corporation and WorldCom, Inc.) to replace or augment portions of their older systems and (v) reform in regulation of domestic access charges and international settlement rates, which Qwest expects will lower long distance rates and fuel primary demand for long distance services. Qwest's principal executive offices are located at 1000 Qwest Tower, 555 Seventeenth Street, Denver, Colorado 80202, and its telephone number is (303) 992-1400. USE OF PROCEEDS All of the Shares offered hereby are being offered by the Selling Stockholders. Qwest will receive no part of the proceeds of any sales made hereunder. SELLING STOCKHOLDERS The Shares offered hereby are or will be held by the persons or entities listed in Annex A. Qwest will pay all expenses in connection with the registration and sale of the Shares, except any selling commissions or discounts allocable to sales of the Shares, fees and disbursements of counsel and other representatives of the Selling Stockholders, and any stock transfer taxes payable by reason of any such sale. PLAN OF DISTRIBUTION This Prospectus relates to the offer and sale from time to time by the selling stockholders identified in the section entitled "Selling Stockholders" and Annex A and their respective pledges, donees and other successors in interest (collectively, the "Selling Stockholders") of up to approximately 3,414,000 shares of Qwest Common Stock in the aggregate. The Shares may be sold from time to time by the Selling Stockholders. Such sales may be made in underwritten offerings or in open market or block transactions or otherwise on any national securities exchange or automated interdealer quotation system on which shares of Qwest Common Stock are then listed, including the Nasdaq, in the over-the-counter market, in private transactions or otherwise at prices related to prevailing market prices at the time of the sale or at negotiated prices. Some or all of the Shares may be sold through brokers acting on behalf of the Selling Stockholders or to dealers for resale by such dealers. In connection with such sales, such brokers and dealers may receive compensation in the form of discounts or commissions from the Selling Stockholders and may receive commissions from the purchasers of such Shares for whom they act as broker or agent (which discounts and commissions are not anticipated to exceed those customary in the types of transactions involved). The Selling Stockholders may offer to sell and may sell shares of Qwest Common Stock in options transactions or deliver such shares to cover short sales "against the box." If necessary, a supplemental or amended Prospectus will describe the method of sale in greater detail. In effecting sales, brokers or dealers engaged by the Selling Stockholders and/or purchasers of the Shares may arrange for other brokers or dealers to participate. In addition, any of the Shares covered by this Prospectus which qualify for sale pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather than pursuant to this Prospectus. If the shares are sold in an underwritten offering, the shares will be acquired by the underwriters for their own accounts and may be resold from time to time in one or more transactions, including negotiated transactions, at a fixed public offering price or prices at the time of the sale or at negotiated prices. Any initial public offering price and any discounts or commissions allowed or reallowed or paid to dealers may be changed from time to time. Underwriters may sell shares to or through brokers or dealers, and such brokers and dealers may receive compensation in the form of discounts, commissions or 4 commissions from the underwriters and may receive commissions from the purchasers of such shares for whom they act as broker or agent (which discounts and commissions are not anticipated to exceed those customary in the types of transactions involved). Qwest has agreed to pay all expenses in connection with the registration of the Shares. The Selling Stockholders are responsible for paying any other selling expenses, including underwriting discounts and brokers' commissions, and expenses of Selling Stockholders' counsel. The number of Shares that may be actually sold by each Selling Stockholder will be determined by each such Selling Stockholder, and may depend upon a number of factors, including, among other things, the market price of the Shares. Because each of the Selling Stockholders may offer all, some or none of the Shares, and because the offering contemplated by this Prospectus is currently not being underwritten, no estimate can be given as to the number of Shares that will be held by each of the Selling Stockholders upon or prior to termination of this offering. Accordingly, there can be no assurance that any of the Selling Stockholders will sell any or all of their respective Shares. The Selling Stockholders and any underwriter, broker or dealer who acts in connection with the sale of the Shares hereunder may be deemed to be "underwriters" within the meaning of Section 2(11) of the Securities Act, and any compensation received by them and any profit on any resale of the Shares as principals may be deemed to be underwriting discounts and commissions under the Securities Act. In order to comply with the securities laws of certain jurisdictions, the securities offered hereby will be offered or sold in such jurisdictions only through registered or licensed brokers or dealers. In addition, in certain jurisdictions the securities offered hereby may not be offered or sold unless they have been registered or qualified for sale in such jurisdictions or an exemption from registration or qualification is available and is complied with. EXPERTS The consolidated financial statements and schedule of Qwest Communications International Inc. and subsidiaries as of December 31, 1997 and 1996 and for each of the years in the three-year period ended December 31, 1997 have been incorporated herein and in the Registration Statement by reference in reliance upon the report pertaining to such consolidated financial statements, dated February 24, 1998, except as to note 22, which is as of March 8, 1998, and the report dated February 24, 1998 pertaining to such schedule, of KPMG Peat Marwick LLP, independent certified public accountants, incorporated by reference herein and in the Registration Statement by reference, and upon the authority of said firm as experts in accounting and auditing. The consolidated financial statements and schedules of LCI International, Inc. and subsidiaries as of December 31, 1997 and 1996 and for each of the years in the three-year period ended December 31, 1997 incorporated by reference in this registration statement have been audited by Arthur Andersen LLP, independent public accountants, as indicated in their report dated February 16, 1998 (except with respect to the matter discussed in Note 15, as to which the date is March 16, 1998) with respect thereto, and are included herein in reliance upon the authority of said firm as experts in accounting and auditing in giving said reports. The consolidated financial statements of Phoenix Network, Inc. as of December 31, 1997 and 1996 and for each of the years in the three-year period ended December 31, 1997 incorporated by reference herein and in the Registration Statement have been audited by Grant Thornton LLP, independent certified public accountants, as indicated in its reports with respect thereto, and are included herein in reliance on the reports of Grant Thornton LLP and upon the authority of said firm as experts in accounting and auditing. 5
ANNEX A SELLING STOCKHOLDERS =================================================================================================== NAME OF SHAREHOLDER ADDRESS NUMBER OF SHARES - --------------------------------------------------------------------------------------------------- Advent Euro-Italian Direct Investment Program 101 Federal Street 27,912 L.P. Boston, MA 02110 USA - --------------------------------------------------------------------------------------------------- Advent International Investors II Limited 101 Federal Street 161 Partnership Boston, MA 02110 USA - --------------------------------------------------------------------------------------------------- Advent Partners Limited Partnership 101 Federal Street 13,071 Boston, MA 02110 USA - --------------------------------------------------------------------------------------------------- Global Private Equity II Europe Limited 101 Federal Street 52,374 Partnership Boston, MA 02110 USA - --------------------------------------------------------------------------------------------------- Global Private Equity II Limited Partnership 101 Federal Street 249,550 Boston, MA 02110 USA - --------------------------------------------------------------------------------------------------- Global Private Equity II - PGGM Limited 101 Federal Street 53,601 Partnership Boston, MA 02110 USA - --------------------------------------------------------------------------------------------------- Charterhouse Venture Nominees Limited 85 Watling Street 30,514 London EC4M 9BX UK - --------------------------------------------------------------------------------------------------- AS Ganger Rolf PO Box 1159 Sentrum 13,685 0107 Oslo, Norway - --------------------------------------------------------------------------------------------------- AS Bonheur PO Box 1159 Sentrum 13,685 0107 Oslo, Norway - --------------------------------------------------------------------------------------------------- Den Norske Krigforsikring for SKIB PO Box 1464 Vika 8,211 0116 Oslo, Norway - --------------------------------------------------------------------------------------------------- Four Seasons Venture II AS Munkedamsveien 4S 61,022 0250 Oslo, Norway - --------------------------------------------------------------------------------------------------- Hartog & Co. AS PO Box 6086 Etterstad 17,543 0601 Oslo, Norway - --------------------------------------------------------------------------------------------------- Seska AS PO Box 1580 Vika 5,588 0120 Oslo, Norway - --------------------------------------------------------------------------------------------------- Simask AS PO Box 1611 Vika 4,470 0119 Oslo, Norway - --------------------------------------------------------------------------------------------------- Skaufoss AS PO Box 1611 Vika 6,258 0119 Oslo, Norway - ---------------------------------------------------------------------------------------------------
A-1
=================================================================================================== NAME OF SHAREHOLDER ADDRESS NUMBER OF SHARES - --------------------------------------------------------------------------------------------------- Tvenge, Torstein Fram Management AS 13,685 PO Box 8 TASEN 0801 Oslo, Norway - --------------------------------------------------------------------------------------------------- Uranus Invest AS PO Box 6386 Etterstad 6,842 0604 Oslo, Norway - --------------------------------------------------------------------------------------------------- Vesta Forsikrung AS 5020 Bergen 22,913 Norway - --------------------------------------------------------------------------------------------------- Xnet Netzwerkservice GmbH (c/o Franz Salomon of Saloman 397,762 Automation GmbH) A-8114 Friesach bei Stuebg Austria - --------------------------------------------------------------------------------------------------- Societe Civile HEF (c/o M. Humberto Lucas), 15 Rue 347,748 Labrouste 75015 Paris, France - --------------------------------------------------------------------------------------------------- Helsingius, Johan, Director, EUnet Herengracht 121/B 272,372 1015 BG Amsterdam Netherlands - --------------------------------------------------------------------------------------------------- Poole, Simon, Director, EUnet Bahnhofstrasse 516 97,190 CH-5430 Wettingen Switzerland - --------------------------------------------------------------------------------------------------- de Vos, Luc, Director, EUnet Blauwe Stap 18 83,925 B-3020 Herent, Belgium - --------------------------------------------------------------------------------------------------- Lagauw, Martin Kon. Astridlaan 33 82,923 B-3010 Kessel-Lo, Belgium - --------------------------------------------------------------------------------------------------- Orshoven, Jan Van Tiensesteenweg 40 82,409 B3001 Heverlee Belgium - --------------------------------------------------------------------------------------------------- Pieters, Eric Mechelsesteenweg 23 bus. 19 82,409 B 2018 Antwerpen Belgium - --------------------------------------------------------------------------------------------------- Eschle, Patrik Falmenstrasse 23 70,577 CH-8610 Uster, Switzerland - --------------------------------------------------------------------------------------------------- Rosendorf, Pavel, Director, EUnet Praha 9 65,674 Bechorskal 1112/24 Czech Republic - --------------------------------------------------------------------------------------------------- Orsag, Jiri Praha 9 62,868 Smolikova 906 Czech Republic - --------------------------------------------------------------------------------------------------- Muller, Jan Praha 5 62,284 Heranova 1545 Czech Republic - --------------------------------------------------------------------------------------------------- Naurstad, Gisle, Director, EUnet Fjellskrenten 5 50,809 2044 Frogner, Norway - ---------------------------------------------------------------------------------------------------
A-2
=================================================================================================== NAME OF SHAREHOLDER ADDRESS NUMBER OF SHARES - --------------------------------------------------------------------------------------------------- Omand, James, Chairman of the Board of EUnet Give Ale Cottage 42,685 Fordwich Canterbury Kent CT20BB, England - --------------------------------------------------------------------------------------------------- Ojala, Petri Ehrensvardintie 40,315 18-20 A5 00150 Helsinki, Finland - --------------------------------------------------------------------------------------------------- Hursti, Harri Vehkanityntie 8H15 39,598 02180 Espoo, Finland - --------------------------------------------------------------------------------------------------- Rahiala, Esko Merimiehenkatu 39 B 44 39,598 00150 Helsinki, Finland - --------------------------------------------------------------------------------------------------- Bjerke, Jon Petter G. Schjelderupsv 15 37,301 0485 Oslo, Norway - --------------------------------------------------------------------------------------------------- Reistad, Morten Knut Alvssonsvei 11 35,808 0574 Oslo, Norway - --------------------------------------------------------------------------------------------------- Treindl, Alois Toggwilerstrasse 59 35,605 CH-8706 Meilen Switzerland - --------------------------------------------------------------------------------------------------- NUUG (f.a.o. Vildar Bakke), 33,251 Mollergaten 24 N-0179 Oslo, Norway - --------------------------------------------------------------------------------------------------- Van Braekel, Luc Felix Verhaeghestraat 8 26,451 8970 Waregem, Belgium - --------------------------------------------------------------------------------------------------- Burget, Ivo Praha 6 22,243 Rooseveltova 21 Czech Republic - --------------------------------------------------------------------------------------------------- De Brouwer, Walter Avenue Charles Verhagen 32 17,633 1900 Kraainem, Belgium - --------------------------------------------------------------------------------------------------- Ionescu, Liviu-Grigore str Pictor Hirlescu 3 14,841 Block A6 appt. 66 Sector 2 Bucharest, Romania - --------------------------------------------------------------------------------------------------- Vink, Erwin Willem Cliostraat 47B 12,952 1077 KD Amsterdam Netherlands - --------------------------------------------------------------------------------------------------- De Becker, Geert Leming 121 6,791 3220 Holsbeek, Belgium - --------------------------------------------------------------------------------------------------- Devillers, Yves 3 Rue Pablo Picasso 2,024 92160 Antony, France - --------------------------------------------------------------------------------------------------- Bauer-Nilsen, Trygve Hans Overlandsvei 45B 14,998 1322 Hovik, Norway - --------------------------------------------------------------------------------------------------- Novak, Petr Praha 4 11,122 Podjavorinskee 1601, Norway - ---------------------------------------------------------------------------------------------------
A-3
=================================================================================================== NAME OF SHAREHOLDER ADDRESS NUMBER OF SHARES - --------------------------------------------------------------------------------------------------- Herding, Bjorn Vaekeroveien 139 10,921 0383 Oslo, Norway - --------------------------------------------------------------------------------------------------- Asplem, Arne Haugenveien 24 10,376 N-1823 Knapstad, Norway - --------------------------------------------------------------------------------------------------- Companiet AS Postboks 2078 8,195 4301 Sandnes, Norway - --------------------------------------------------------------------------------------------------- Amundsen, Une Greverudvn 17 6,146 1415 Oppegard, Norway - --------------------------------------------------------------------------------------------------- Avanti A/S Postboks 84 6,146 0321 Oslo, Norway - --------------------------------------------------------------------------------------------------- Bakke, Vidar Grefsenkollveien 12 D 4,892 N-0490 Oslo, Norway - --------------------------------------------------------------------------------------------------- IT Forum V/Sandnes Assurance Langgt 12 4,097 4330 Sandnes, Norway - --------------------------------------------------------------------------------------------------- TronderEnergi Ingvand 4,097 Ystgaarsveien 1 7005 Trondheim, Norway - --------------------------------------------------------------------------------------------------- Magnar, Helleren Bjerkehundsvn 27 4,036 1342 Jar, Norway - --------------------------------------------------------------------------------------------------- Bergstad, Ide Nobelgsgt 21 3,800 0268 Oslo, Norway - --------------------------------------------------------------------------------------------------- Gallagher & Robertson A/S Kongensgt 23 3,800 0153 Oslo, Norway - --------------------------------------------------------------------------------------------------- Fischer, Niels Reusmatt 6 3,503 CH-8912 Obfelden Switzerland - --------------------------------------------------------------------------------------------------- Anthonsen, Pal S. Lorenveien 20 3,325 0585 Oslo, Norway - --------------------------------------------------------------------------------------------------- Ramont, Gracy Patinjntestraat 238 2,958 9000 Gent, Belgium - --------------------------------------------------------------------------------------------------- Pebriga AS c/o Stattle Espeland 2,048 P.O. Box 66 4330 Algard Norway - --------------------------------------------------------------------------------------------------- Svemona AS Bekkelagsterrassen 15B 2,048 1177 Oslo, Norway - --------------------------------------------------------------------------------------------------- Tjetland, Bjorn G c/o Staale Espeland, 2,048 P.O. Box 66 4330 Algard, Norway - --------------------------------------------------------------------------------------------------- Storrosten, Dag Ole Paul Smeltersvei 16 2,001 1349 Rykkinn, Norway - ---------------------------------------------------------------------------------------------------
A-4
=================================================================================================== NAME OF SHAREHOLDER ADDRESS NUMBER OF SHARES - --------------------------------------------------------------------------------------------------- Lucas, Humberto 15 Rue Labrouste 2,308 75015 Paris, France - --------------------------------------------------------------------------------------------------- Ose, Torbjorn c/o EUnet International BV 1,514 Singel 540 NL-1017 AZ Amsterdam, Netherlands - --------------------------------------------------------------------------------------------------- Skarland, Svein Diamantvn 12 1,229 4300 Sandnes, Norway - --------------------------------------------------------------------------------------------------- Skarland Eiendom Diamantvn 12 1,229 4300 Sandnes, Norway - --------------------------------------------------------------------------------------------------- Jambresic, Neven Spuhlihalde 21 1,167 CH-3098 Schliern, Switzerland - --------------------------------------------------------------------------------------------------- Algard Offset A/S c/o Staale Espeland, 1,024 P.O. Box 66 4330 Algard, Norway - --------------------------------------------------------------------------------------------------- Ask, Aksjeklubben c/o Staale Espeland, 1,024 P.O. Box 66 4330 Algard, Norway - --------------------------------------------------------------------------------------------------- Martinsen, Dag Leo c/o Staale Espeland, 1,024 P.O. Box 66 4330 Algard, Norway - --------------------------------------------------------------------------------------------------- Boyesen, Dag Joh Svendsensgt 31 948 0478 Oslo, Norway - --------------------------------------------------------------------------------------------------- Laine, Arttu Pekka Uudenmaankatu 34 B 30 870 Fin - 00120 Helsinki, Finland - --------------------------------------------------------------------------------------------------- Skarland Finans AS Diamantvn 12 819 4300 Sandnes, Norway - --------------------------------------------------------------------------------------------------- Sveinaas AS Diamantvn 12 819 4300 Sandnes, Norway - --------------------------------------------------------------------------------------------------- Olsen, Borge Frudenlundsgate 19 753 0169 Oslo, Norway - --------------------------------------------------------------------------------------------------- Goson, Aksjekubben c/o Staale Espeland, 717 P.O. Box 66 4330 Algard, Norway - --------------------------------------------------------------------------------------------------- Sikveland, Siguvd c/o Staale Espeland, 614 P.O. Box 66 4330 Algard, Norway - --------------------------------------------------------------------------------------------------- Breistoel, Ole Byoern Kalkbrenner Vn 23 512 N-1347 Hosle, Norway - --------------------------------------------------------------------------------------------------- Nesbak, Kristian Beddingen 20 512 N-0250 Oslo, Norway - ---------------------------------------------------------------------------------------------------
A-5
=================================================================================================== NAME OF SHAREHOLDER ADDRESS NUMBER OF SHARES - --------------------------------------------------------------------------------------------------- Ellingsen, Ragnhild S c/o Staale Espeland, 307 P.O. Box 66 4330 Algard, Norway - --------------------------------------------------------------------------------------------------- Helledal, Britt Nybrotton 26 256 1400 Ski, Norway - --------------------------------------------------------------------------------------------------- Myrvang, Eirik Eugeniesgt 3 256 0168 Oslo, Norway - --------------------------------------------------------------------------------------------------- Haberler, Michael, Director, EUnet Mariahilfer Strasse 126/27 250 Vienna 1070, Austria - --------------------------------------------------------------------------------------------------- Schartner, Thomas 't Ven 5 668 Duivendrecht 1115HA Netherlands - --------------------------------------------------------------------------------------------------- Herdlicka, Herbert, Director, EUnet Wohndorfweg 751 Tulbingerkogel 3001 Austria - --------------------------------------------------------------------------------------------------- Harmes, David, Chief Financial Officer, EUnet Veemkade 1196 7,519 Amsterdam 1019BZ Netherlands - --------------------------------------------------------------------------------------------------- Bilse, Per Warmoesstraat 9 668 Amsterdam 1012HT Netherlands - --------------------------------------------------------------------------------------------------- Chytil, Georg Bendlgasse 21/8 668 Vienna 1120, Austria - --------------------------------------------------------------------------------------------------- van Loock, Rudi Oplintersesteenweg 217 A4 417 3300 Tienen, Belgium - --------------------------------------------------------------------------------------------------- Robustelli, Daniela Im Grund 7 668 8123 Ebmatingern Switzerland - --------------------------------------------------------------------------------------------------- Wild, Markus Breitensteinstrasse 96 417 Zurich 8037, Switzerland - --------------------------------------------------------------------------------------------------- Hartman, Michael Borivojova 93 584 Praha 3 13000 Czechoslovakia - --------------------------------------------------------------------------------------------------- Zubickova, Zdenka Kpt. Stranskeho 977 835 Praha 9 19800, Czechoslovakia - --------------------------------------------------------------------------------------------------- Hellum, Steffen Folingstadv. 7 668 Gjovik 2800 Norway - --------------------------------------------------------------------------------------------------- Lyseggen, Jorn Sorkedalsveien 15a 668 0385 Oslo, Norway - --------------------------------------------------------------------------------------------------- Skjefstad, Bente Maridalsveien 61 668 Oslo 0458 Norway - ---------------------------------------------------------------------------------------------------
A-6
=================================================================================================== NAME OF SHAREHOLDER ADDRESS NUMBER OF SHARES - --------------------------------------------------------------------------------------------------- Larilahti, Jyrki Vondelstraat 77 - hs 668 Helsinki 0330 Finland - --------------------------------------------------------------------------------------------------- James Omand, William Schmidt, and Gisle Give Ale Cottage 26,726 Naurstadt jointly, as Shareholder Fordwich, Canterbury Representatives under the Transaction Kent, CT2 0DB England Agreement dated March 26, 1998 among Qwest Communications International Inc. and certain shareholders of EUnet International Limited. - --------------------------------------------------------------------------------------------------- Laurent-Ricard, Eric 5 Villa Laugier 1774 75017 Paris, France - --------------------------------------------------------------------------------------------------- Man. Risk AS (c/o Management & Finance AS) 22,858 Drammensveien 20A 0255 Oslo, Norway - --------------------------------------------------------------------------------------------------- Jucker, Beat Glue Software Engineering 7,004 Zieglerstrasse 34 CH-3007, Bern Switzerland - --------------------------------------------------------------------------------------------------- Klingsheim, Kare Kelppvn 354 2,048 4053 Riege Norway - --------------------------------------------------------------------------------------------------- Omand, Ann Give Ale Cottage 2,048 Fordwich Canterbury Kent CT20BB, England - --------------------------------------------------------------------------------------------------- Omand, Jennifer Give Ale Cottage 2,048 Forwich Canterbury Kent CT20BB, England - --------------------------------------------------------------------------------------------------- Niessner, Herbert Im Bettliacher 2 1,167 CH-5406 Baden-Rutihof Switzerland - --------------------------------------------------------------------------------------------------- Triton A/S Hoffsun 17 1,024 0275 Oslo, Norway - --------------------------------------------------------------------------------------------------- Ogreied, Magne c/o Staale Espeland, 409 P.O. Box 66 4330 Algard, Norway - --------------------------------------------------------------------------------------------------- Schiotz, Victoria Augestadveien 8B 256 1413 Tarnasen, Norway - --------------------------------------------------------------------------------------------------- Haukeboe, Tove Haukeboe 1280 6400 Molde, Norway - --------------------------------------------------------------------------------------------------- Haukeboe, Kari Haukeboe 1280 6400 Molde, Norway - --------------------------------------------------------------------------------------------------- Torp, Stein Jotunvelen 10 256 1405 Langhus, Norway - ---------------------------------------------------------------------------------------------------
A-7
=================================================================================================== NAME OF SHAREHOLDER ADDRESS NUMBER OF SHARES - --------------------------------------------------------------------------------------------------- Peak, AS c/o Knut IIaga 256 Hoegdaveien 7 1315 Nesoeya, Norway - --------------------------------------------------------------------------------------------------- Ruef, Beni CH-3158 Gruggisberg 1,899 Switzerland - --------------------------------------------------------------------------------------------------- Setsaas, Peter Tidenmannsgt 30 2,048 7016 Trondheim, Norway - --------------------------------------------------------------------------------------------------- Zamfir, Elena Bd. Erollor Nr. 30 14,841 B1.C2, Sc.C, Et.4 Apt. 16 R-76242 Bucharest, Romania - --------------------------------------------------------------------------------------------------- Ivanoff, Michael (deceased) (c/o Raymond Krebs), Etude de Notaire 1,774 18 Place de La Gare BP 20181 57403 Sarrebourg Cedex, France ===================================================================================================
A-8 PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION. The following is a schedule of the estimated expenses to be incurred by Qwest in connection with this offering of the Shares of Qwest Common Stock registered hereby: SEC registration fee $42,558.00* Stock exchange listing fees $17,500.00 Legal fees and expenses $20,000.00* Transfer agent's fees and expenses $ 2,000.00* ---------- Total $82,058.00* ========== - --------------- * Estimated. Item 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Section 145 of the Delaware General Corporation Law ("DGCL") empowers a Delaware corporation to indemnify any persons who are, or are threatened to be made, parties to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation), by reason of the fact that such person is or was an officer or director of such corporation or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. The indemnity may include expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, if such officer or director acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such officer's or director's conduct was unlawful. A Delaware corporation may indemnify officers and directors in an action by or in the right of the corporation under the same conditions, except that no indemnification is permitted without judicial approval if the officer or director is adjudged to be liable to the corporation in the performance of his or her duty. Where an officer or director is successful on the merits or otherwise in the defense of any action referred to above, the corporation must indemnify such officer or director against the expense which such officer or director actually and reasonably incurred. In accordance with Section 102(b)(7) of the DGCL, the Amended and Restated Certificate of Incorporation of Qwest, as amended (the "Qwest Certificate of Incorporation"), provides that directors shall not be personally liable for monetary damages for breaches of their fiduciary duty as directors except for (i) breaches of their duty of loyalty to Qwest or its stockholders, (ii) acts or omissions not in good faith or which involve intentional misconduct or knowing violations of law, (iii) certain transactions under Section 174 of the DGCL (unlawful payment of dividends or unlawful stock purchases or redemptions) or (iv) transactions from which a director derives an improper personal benefit. The effect of this provision is to eliminate the personal liability of directors for monetary damages for actions involving a breach of their fiduciary duty of care, including any actions involving gross negligence. The Qwest Certificate of Incorporation and the Bylaws of Qwest (the "Qwest Bylaws") provide for indemnification of Qwest's officers and directors to the fullest extent permitted by applicable law, except that the Qwest Bylaws provide that Qwest is required to indemnify an officer or director in connection with a proceeding initiated by such person only if the proceeding was authorized by the Board of Directors of Qwest. In addition, Qwest maintains insurance policies which provide coverage for its officers and directors in certain situations where Qwest cannot directly indemnify such officers or directors. Pursuant to Section 145 of the DGCL and the Qwest Certificate of Incorporation and the Qwest Bylaws, Qwest maintains directors' and officers' liability insurance coverage. II-1 Item 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES. The following documents are filed as part of this Registration Statement: Exhibit No. Description - ----------- ----------- 3.1* Amended and Restated Certificate of Incorporation of Qwest. 3.2 Certificate of Amendment of Amended and Restated Certificate of Incorporation of Qwest. 3.3** Bylaws of Qwest. 4.1(a)*** Indenture dated as of October 15, 1997 with Bankers Trust Company (including form of Qwest's 9.47% Senior Discount Notes due 2007 and 9.47% Series B Senior Discount Notes due 2007 as an exhibit thereto). 4.1(b)**** Indenture dated as of August 28, 1997 with Bankers Trust Company (including form of Qwest's 10 7/8% Series B Senior Notes due 2007 as an exhibit thereto). 4.1(c)**** Indenture dated as of January 29, 1998 with Bankers Trust Company (including form of Qwest's 8.29% Senior Discount Notes due 2008 and 8.29% Series B Senior Discount Notes due 2008 as an exhibit thereto). 4.2**** Registration Agreement dated January 29, 1998 with Salomon Brothers Inc relating to Qwest's 8.29% Senior Discount Notes due 2008. 5.1 Opinion of O'Melveny & Myers LLP with respect to the legality of the Qwest Common Stock being registered. 10.1* Growth Share Plan, as amended, effective October 1, 1996. 10.2* Employment Agreement dated December 21, 1996 with Joseph P. Nacchio. 10.3* Promissory Note dated November 20, 1996 and Severance Agreement dated December 1, 1996 with Robert S. Woodruff. 10.4**** Equity Compensation Plan for Non-Employee Directors. 10.5*+ IRU Agreement dated as of October 18, 1996 with Frontier Communications International Inc. 10.6*+ IRU Agreement dated as of February 26, 1996 with WorldCom Network Services, Inc. 10.7*+ IRU Agreement dated as of May 2, 1997 with GTE. 10.8* Equity Incentive Plan. 10.9**** Employment Agreement dated March 7, 1997 with Stephen M. Jacobsen. 10.10**** Employment Agreement dated October 8, 1997 with Lewis O. Wilks. 10.11**** Employment Agreement dated September 26, 1997 with Brij Khandelwal. 10.12**** Employment Agreement dated September 19, 1997 with Larry Seese. 10.13**** Growth Share Plan Agreement with Joseph P. Nacchio, effective January 1, 1997, and Amendment thereto. 10.14**** Non-Qualified Stock Option Agreement with Joseph P. Nacchio, effective June 1997. 21.1 Subsidiaries of the Registrant. 23.1 Consent of KPMG Peat Marwick LLP. 23.2 Consent of Arthur Andersen LLP. 23.3 Consent of Grant Thornton LLP. 23.4 Consent of O'Melveny & Myers LLP (contained in Exhibit 5.1). 24.1 Power of Attorney. Executive compensation plans and arrangements required to be filed and identified as such are filed as exhibits 10.1, 10.2, 10.3, 10.4, 10.8, 10.9, 10.10, 10.11 and 10.12. (ii) Financial Statements Schedules. The following is a complete list of Financial Statement Schedules filed as part of this Registration Statement, which are incorporated by reference herein from Amendment No. 1 to Registration Statement of Form S-4 (File No. 333-49915) filed by Qwest on May 13, 1998. Schedule IIA Qwest Communications International Inc. Valuation and Qualifying Accounts. Schedule IIB LCI International, Inc. Valuation and Qualifying Accounts. - ----------------------- * Incorporated by reference to the exhibit of the same number in Form S-1 as declared effective on June 23, 1997 (File No. 333-25391). ** Incorporated by reference to exhibit 3 in Form 10-Q for the quarter ended September 30, 1997 (File No. 000-22609). II-2 *** Incorporated by reference to exhibit 4.1 in Form S-4 as declared effective on January 5, 1998 (File No. 333-42847). **** Incorporated by reference to the exhibit of the same number in Form 10-K for the year ended December 31, 1997. + Portions have been omitted pursuant to a request for confidential treatment. Item 17. UNDERTAKINGS. The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial BONA FIDE offering thereof. The undersigned registrant hereby undertakes to deliver or cause to be delivered with the prospectus, to each person to whom the prospectus is sent or given, the latest annual report to security holders that is incorporated by reference in the prospectus and furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of 1934; and, where interim financial information required to be presented by Article 3 of Regulation S-X are not set forth in the prospectus, to deliver, or cause to be delivered to each person to whom the prospectus is sent or given, the latest quarterly report that is specifically incorporated by reference in the prospectus to provide such interim financial information. II-3 SIGNATURES PURSUANT THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED QWEST COMMUNICATIONS INTERNATIONAL INC. HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED THEREUNTO DULY AUTHORIZED, IN THE CITY OF DENVER, STATE OF COLORADO, ON JULY 6, 1998. QWEST COMMUNICATIONS INTERNATIONAL INC. By: /s/ ROBERT S. WOODRUFF --------------------------------------- Name: Robert S. Woodruff Title: Executive Vice President--Finance POWER OF ATTORNEY PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THIS REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATES INDICATED.
Signature Capacity Date --------- -------- ---- PHILIP F. ANSCHUTZ* Chairman of the Board July 6, 1998 - --------------------------------- PHILIP F. ANSCHUTZ H. BRIAN THOMPSON* Vice Chairman of the Board July 6, 1998 - --------------------------------- H. BRIAN THOMPSON JOSEPH P. NACCHIO* Director, President and July 6, 1998 - --------------------------------- Chief Executive Officer JOSEPH P. NACCHIO (Principal Executive Officer) /s/ ROBERT S. WOODRUFF Director and Executive July 6, 1998 - --------------------------------- Vice President-- ROBERT S. WOODRUFF Finance and Chief Financial Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer) CANNON Y. HARVEY* Director July 6, 1998 - --------------------------------- CANNON Y. HARVEY JORDAN L. HAINES* Director July 6, 1998 - --------------------------------- JORDAN L. HAINES DOUGLAS M. KARP* Director July 6, 1998 - --------------------------------- DOUGLAS M. KARP VINOD KHOSLA* Director July 6, 1998 - --------------------------------- VINOD KHOSLA RICHARD T. LIEBHABER* Director July 6, 1998 - --------------------------------- RICHARD T. LIEBHABER
II-4
DOUGLAS L. POLSON* Director July 6, 1998 - --------------------------------- DOUGLAS L. POLSON CRAIG D. SLATER* Director July 6, 1998 - --------------------------------- CRAIG D. SLATER W. THOMAS STEPHENS* Director July 6, 1998 - --------------------------------- W. THOMAS STEPHENS ROY A. WILKENS* Director July 6, 1998 - --------------------------------- ROY A. WILKENS *By: /s/ ROBERT S. WOODRUFF, as attorney-in-fact -------------------------------------------- ROBERT S. WOODRUFF
II-5 QWEST COMMUNICATIONS INTERNATIONAL INC. INDEX TO EXHIBITS Exhibit Number Exhibit Description - ------ ------------------- 3.2 Certificate of Amendment of Amended and Restated Certificate of Incorporation of Qwest. 5.1 Opinion of O'Melveny & Myers LLP with respect to the legality of Qwest Common Stock being registered. 21.1 Subsidiaries of the Registrant. 23.1 Consent of KPMG Peat Marwick LLP. 23.2 Consent of Arthur Andersen LLP. 23.3 Consent of Grant Thornton LLP. 24.1 Power of Attorney. EX-3.2 2 EXHIBIT 3.2 EXHIBIT 3.2 CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF QWEST COMMUNICATIONS INTERNATIONAL INC. The undersigned Executive Vice President-Finance of Qwest Communications International Inc., a Delaware Corporation (the "Corporation"), DOES HEREBY CERTIFY: 1. That the Board of Directors of the Corporation adopted at a meeting duly called and held a resolution (i) setting forth a proposed amendment of the Amended and Restated Certificate of Incorporation of the Corporation, (ii) approving such amendment, (iii) declaring such amendment advisable and (iv) recommending such amendment to the stockholders of the Corporation for approval. The resolution setting forth the proposed amendment is as follows: RESOLVED, that the Board of Directors hereby approves the amendment of Article FOURTH of the Amended and Restated Certificate of Incorporation of the Corporation, which amendment increases the number of authorized shares of capital stock of the Corporation by increasing the authorized number of shares of common stock, par value $.01 per share ("Common Stock"), of the Corporation and that the Board of Directors hereby proposes and declares to the stockholders of the Corporation the advisability of amending Article FOURTH and directs that such amendment be submitted to the stockholders of the Corporation for their consideration and approval, such amendment to be made by deleting Article FOURTH from the current Amended and Restated Certificate of Incorporation of the Corporation and amending and restating Article FOURTH to be and to read in its entirety as follows: "FOURTH: (a) AUTHORIZED SHARES. The total number of shares of stock that the Corporation shall have authority to issue is 625,000,000 shares, divided into the following classes: (i) 600,000,000 shares of common stock, par value $.01 per share ("Common Stock"), and (ii) 25,000,000 shares of preferred stock, par value $.01 per share ("Preferred Stock"). (b) COMMON STOCK. Each holder of Common Stock shall be entitled to one vote for each share of such stock held, on all matters presented to stockholders. Cumulative voting shall not be allowed in the election of directors or for any other purpose. (c) PREFERRED STOCK. The Board of Directors is authorized, subject to any limitations prescribed by law, to provide from time to time for the issuance of the shares of Preferred Stock in series, and by filing a certificate pursuant to the applicable law of the State of Delaware, to establish the characteristics of each series, including the following: (i) the number of shares of that series, which may subsequently be increased or decreased (but not below the number of shares of that series then outstanding) by resolution of the Board of Directors, and the distinctive designation thereof; (ii) the voting powers, full or limited, if any, of the shares of that series and the number of votes per share; (iii) the rights in respect of dividends on the shares of that series, whether dividends shall be cumulative and, if so, from which date or dates and the relative rights or priority, if any, of payment of dividends on shares of that series and any limitations, restrictions or conditions on the payment of dividends; (iv) the relative amounts, and the relative rights of priority, if any, of payment in respect of shares of that series, which the holders of the shares of that series shall be entitled to receive upon any liquidation, dissolution or winding up of the Corporation; (v) the terms and conditions (including the price or prices, which may vary under different conditions and at different redemption dates), if any, upon which all or any part of the shares of that series may be redeemed, and any limitations, restrictions or conditions on such redemption; (vi) the terms, if any, of any purchase, retirement or sinking fund to be provided for the shares of that series; (vii) the terms, if any, upon which the shares of that series shall be convertible into or exchangeable for shares of any other class, classes or series, or other securities, whether or not issued by the Corporation; (viii) the restrictions, limitations and conditions, if any, upon issuance of indebtedness of the Corporation so long as any shares of that series are outstanding; and (ix) any other preferences and relative, participating, optional or other rights and limitations not inconsistent with law, this ARTICLE FOURTH or any resolution of the Board of Directors pursuant to this ARTICLE FOURTH. (d) FOREIGN OWNERSHIP. Notwithstanding any other provision of this Certificate and for so long as Section 310 of the Communications Act of 1934, as amended, or any successor provision of law ("Section 310") remains in effect, the provisions of this paragraph (d) of this ARTICLE FOURTH shall apply. For purposes of such paragraph (d), "Alien" shall mean "aliens," "their representatives," "a foreign government or representatives thereof" or "any corporation organized under the laws of a foreign country" as such terms are used in Section 310(b)(4) of the Communications Act of 1934, as amended, or any successor provision of law. (ii) The Corporation may by written notice require a holder of record of capital stock of the Corporation or any person that the Corporation knows to have, or has reasonable cause to believe has, beneficial ownership of capital stock to certify that, to their knowledge: (x) No shares of capital stock as to which they have record ownership or beneficial ownership are beneficially owned by Aliens; or (y) The number and class or series of shares of capital stock owned of record or beneficially owned by them that are owned of record or beneficially owned by persons that are Aliens are as set forth in such certificate. (iii) With respect to any capital stock identified in response to clause (ii) above, the Corporation may require the notified person to provide such further information as the Corporation may reasonably require to implement the provisions of this ARTICLE FOURTH. (iv) For purposes of applying paragraph (d) of this ARTICLE FOURTH with respect to any capital stock, if any person fails to provide the certificate or other information to which the Corporation is entitled under clause (ii) or (iii), the Corporation, in its sole discretion may presume that the shares of capital stock in question are, or are not, beneficially owned by Aliens." 2. That the stockholders of the Corporation approved, adopted and consented to such amendment in accordance with the provisions of Section 211 of the General Corporation Law of the State of Delaware. 3. That such amendment was duly adopted in accordance with the provisions of Sections 242 and 211 of the General Corporation Law of the State of Delaware. 2 The undersigned, being duly elected and currently acting Executive Vice President-Finance of Qwest Communications International Inc., the Corporation to which reference is made in this Certificate, does make this Certificate and affirms and acknowledges, under penalties of perjury, that this Certificate is the act and deed of the Corporation and that the facts stated herein are true. Date: June 5, 1998 /s/ ROBERT S. WOODRUFF ---------------------------------------- Robert S. Woodruff Executive Vice President-Finance Qwest Communications International, Inc. 3 EX-5.1 3 EXHIBIT 5.1 EXHIBIT 5.1 [Letterhead of O'Melveny & Myers LLP] July 7, 1998 Qwest Communications International Inc. 1000 Qwest Tower 555 Seventeenth Street Denver, Colorado 80202 Re: Acquisition of Eunet International Limited ------------------------------------------ Ladies and Gentlemen: We have acted as special counsel to Qwest Communications International Inc., a Delaware corporation ("Qwest"), in connection with the Transaction Agreement dated March 26, 1998 (the "Transaction Agreement"), among Qwest and certain shareholders of EUnet International Limited, a company organized under the laws of England ("EUnet"), and the Offer Document related thereto (the "Offer Document" and together with the Transaction Agreement and the other documents related thereto, the "EUnet Documents"), and certain issuances of shares of Common Stock, par value $.01 per share, of Qwest ("Qwest Common Stock") contemplated therein (the "Securities"). Except as otherwise indicated, capitalized terms used in this opinion and defined in the EUnet Documents will have the meanings given in the EUnet Documents. In our capacity as such counsel, we have examined originals or copies of those corporate and other records and documents we considered appropriate, including the following: (a) the Transaction Agreement; (b) the Offer Document; (c) the Amended and Restated Certificate of Incorporation of Qwest (the "Qwest Certificate of Incorporation"); and (d) the Bylaws of Qwest (the "Qwest Bylaws"). As to relevant factual matters, we have relied upon, among other things, the representations and warranties contained in the EUnet Documents. In addition, we have obtained and relied upon those certificates of public officials we considered appropriate. We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity with originals of all documents submitted to us as copies. We have assumed the authorization, execution and delivery of all documents, including, without limitation, the Transaction Agreement, and the satisfaction or waiver of the conditions to the consummation of the transactions contemplated by the EUnet Documents. For purposes of this opinion, we have assumed that the per share consideration paid to Qwest upon issuance of the Securities exceeds the par value of a share of Qwest Common Stock. On the basis of such examination, our reliance upon the assumptions in this opinion and our consideration of those questions of law we considered relevant, and subject to the limitations and qualifications in this 1 opinion, we are of the opinion that, assuming the Securities have been duly authorized by the Board of Directors of Qwest and any other requisite corporate action and, upon issuance of the Securities as so authorized and in accordance with the EUnet Documents, and against payment for the Securities and the countersigning of the certificate or certificates representing the Securities by a duly authorized signatory of the registrar for shares of Qwest Common Stock, the Securities will be duly and validly authorized and will be validly issued, fully paid and non-assessable. The law covered by this opinion is limited to the present federal law of the United States, the present law of the State of New York and the General Corporation Law of the State of Delaware, in each case as in effect on the date hereof. We express no opinion as to the laws of any other jurisdiction and no opinion regarding the statutes, administrative decisions, rules, regulations or requirements of any county, municipality, subdivision or local authority of any jurisdiction. Additionally, we express no opinion concerning federal or state securities laws or regulations or compliance with fiduciary requirements, except as otherwise expressly stated herein. This opinion is furnished by us as special counsel for Qwest and may be relied upon by you only in connection with the execution and delivery of the Transaction Agreement and issuance of the Securities as contemplated therein. It may not be used or relied upon by you for any other purpose or by any other person, nor may copies be delivered to any other person, without in each instance our prior written consent. Respectfully submitted, O'Melveny & Myers LLP 2 EX-21.1 4 EXHIBIT 21.1
EXHIBIT 21.1 SUBSIDIARIES OF THE REGISTRANT State or Other Jurisdiction Other Names Under Which Name of Subsidiary of Incorporation or Organization Subsidiary Does Business ------------------ -------------------------------- ------------------------ Qwest Communications Corporation(1) Delaware (a) Qwest Communications Corporation d/b/a Qwest Communications The Power of Connections (b) Qwest Communications Corporation of Delaware (c) Qwest Communications d/b/a The Power of Connections (d) Qwest Communications The Power of Connections, Inc. Qwest Corporation Colorado None SuperNet, Inc. Colorado None Phoenix Network, Inc. Delaware None Phoenix Telecom, Inc. Delaware None Phoenix Network, Inc. of New Hampshire New Hampshire None Phoenix Network Acquisition Corp. Delaware None Phoenix TNC Corporation Delaware None AmeriConnect, Inc. Delaware None EUnet International Limited United Kingdom N/A LCI International, Inc. Delaware None LCI International Telecom Corp. Delaware None LCI International of Virginia, Inc. Virginia None LCI California Assets, LLC Delaware None LCI International Management Services, Inc. Delaware None LCI Telecom UK, Ltd. United Kingdom None LCI SPC I, Inc. Delaware None LCI International CA, Inc. Delaware None #1056974 Ontario Inc. Ontario None USLD Communications Corp. Delaware None USLD Communications, Inc. Texas None U.S. Long Distance, Inc. Texas None U.S. Long Distance Corp. Delaware None Mega Plus Dialing Inc. British Columbia None
- ------------------ (1) Qwest Communications Corporation also uses the trade name "SP Construction Services." EX-23.1 5 EXHIBIT 23.1 EXHIBIT 23.1 CONSENT OF INDEPENDENT AUDITORS The Board of Directors Qwest Communications International Inc.: We consent to the use of our report, dated February 24, 1998, except as to note 22, which is as of March 8, 1998, relating to the consolidated balance sheets of Qwest Communications International Inc. and subsidiaries as of December 31, 1997 and 1996, and the related consolidated statements of operations, stockholders' equity and cash flows for each of the years in the three-year period ended December 31, 1997, incorporated herein by reference, and of our report, dated February 24, 1998, pertaining to the related consolidated financial statement schedule incorporated herein by reference, and to the reference to our firm under the heading "EXPERTS" in the Registration Statement. KPMG PEAT MARWICK LLP Denver, Colorado July 6, 1998 EX-23.2 6 EXHIBIT 23.2 EXHIBIT 23.2 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of our reports dated February 16, 1998 (except with respect to the matter discussed in Note 15, as to which the date is March 16, 1998) included in Qwest Communications International Inc.'s Amendment No. 1 to Form S-4 Registration No. 333-49915 and to all references to our Firm included in this registration statement. ARTHUR ANDERSEN LLP Washington, D.C. July 6, 1998 EX-23.3 7 EXHIBIT 23.3 EXHIBIT 23.3 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS We have issued our report dated February 19, 1998, accompanying the consolidated financial statements of Phoenix Network, Inc. and subsidiaries as of December 31, 1996 and 1997 and for each of the three years in the period ended December 31, 1997, appearing in the Registration Statement. We hereby consent to the use of our report on the aforementioned consolidated financial statements in the Registration Statement and to the use of our name as it appears under the caption "EXPERTS." GRANT THORNTON LLP Denver, Colorado July 6, 1998 EX-24.1 8 EXHIBIT 24.1 EXHIBIT 24.1 POWER OF ATTORNEYS AND SIGNATURES We, the undersigned officers and directors of Qwest Communications International Inc. (the "Company"), hereby severally constitute and appoint Joseph P. Nacchio and Robert S. Woodruff, and each of them singly, our true and lawful attorneys, with full power to them and each of them singly, to sign for us in our names in the capacities indicated below, a Registration Statement on a Form S-3 in connection with the transaction with relating to EUnet International Limited and all pre-effective and post-effective amendments to such Registration Statement and any abbreviated Registration Statement in connection with such Registration Statement pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and generally to do all things in our names and on our behalf in such capacities to enable the Company to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission. This power of attorney may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same document. /s/ PHILIP F. ANSCHUTZ /s/ H. BRIAN THOMPSON - --------------------------------- --------------------------------- Philip F. Anschutz H. Brian Thompson /s/ JOSEPH P. NACCHIO /s/ ROBERT S. WOODRUFF - --------------------------------- --------------------------------- Joseph P. Nacchio Robert S. Woodruff /s/ JORDAN L. HAINES /s/ CANNON Y. HARVEY - --------------------------------- --------------------------------- Jordan L. Haines Cannon Y. Harvey /s/ DOUGLAS M. KARP /s/ VINOD KHOSLA - --------------------------------- --------------------------------- Douglas M. Karp Vinod Khosla /s/ RICHARD T. LIEBHABER /s/ DOUGLAS L. POLSON - --------------------------------- --------------------------------- Richard T. Liebhaber Douglas L. Polson /s/ CRAIG D. SLATER /s/ W. THOMAS STEPHENS - --------------------------------- --------------------------------- Craig D. Slater W. Thomas Stephens /s/ ROY A. WILKENS - --------------------------------- Roy A. Wilkens Dated: July 6, 1998 -----END PRIVACY-ENHANCED MESSAGE-----