-----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, L9KWiIw2kB6tbIzbbSexnuWoTsG2fmMydjMispXgvvN834uIylhZtpu+P0VM+rfR pJClwrJO8gsFf5AVRFEb8A== 0001047469-05-004403.txt : 20050222 0001047469-05-004403.hdr.sgml : 20050222 20050222171902 ACCESSION NUMBER: 0001047469-05-004403 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20050222 ITEM INFORMATION: Other Events FILED AS OF DATE: 20050222 DATE AS OF CHANGE: 20050222 FILER: COMPANY DATA: COMPANY CONFORMED NAME: QWEST COMMUNICATIONS INTERNATIONAL INC CENTRAL INDEX KEY: 0001037949 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 841339282 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-15577 FILM NUMBER: 05632144 BUSINESS ADDRESS: STREET 1: 1801 CALIFORNIA ST CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 3039921400 MAIL ADDRESS: STREET 1: 1801 CALIFORNIA ST CITY: DENVER STATE: CO ZIP: 80202 FORMER COMPANY: FORMER CONFORMED NAME: QUEST COMMUNICATIONS INTERNATIONAL INC DATE OF NAME CHANGE: 19970416 8-K 1 a2152428z8-k.htm 8-K
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of report (Date of earliest event reported): February 22, 2005

Qwest Communications International Inc.
(Exact Name of Registrant as Specified in Its Charter)

Delaware
(State or Other Jurisdiction of Incorporation)

001-15577   84-1339282
(Commission File Number)   (IRS Employer Identification No.)

 

 

 
1801 California Street, Denver, Colorado   80202
(Address of Principal Executive Offices)   (Zip Code)

(303) 992-1400
(Registrant's Telephone Number, Including Area Code)

N/A
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Item 8.01. Other Events.

        On February 22, 2005, Qwest Communications International Inc. ("Qwest" or the "Company" or "we" or "us" or "our") announced that the General Services Administration, or GSA, has completed its review of Qwest and has determined that Qwest remains a "responsible" contractor fully eligible to compete for federal government business. A copy of the press release announcing the same is attached as Exhibit 99.1 to this Current Report on Form 8-K. A copy of the letter from the GSA to Qwest relating to the completion of the GSA's review is attached as Exhibit 99.2 to this Current Report on Form 8-K.

Forward Looking Statements Warning

        This Current Report on Form 8-K may contain projections and other forward-looking statements that involve risks and uncertainties. These statements may differ materially from actual future events or results. Readers are referred to the documents filed by us with the Securities and Exchange Commission, specifically the most recent reports which identify important risk factors that could cause actual results to differ from those contained in the forward-looking statements, including but not limited to: access line losses due to increased competition, including from technology substitution of our access lines with wireless and cable alternatives; our substantial indebtedness, and our inability to complete any efforts to de-lever our balance sheet through asset sales or other transactions; any adverse outcome of the current investigation by the U.S. Attorney's office in Denver into certain matters relating to us; adverse results of increased review and scrutiny by regulatory authorities, media and others (including any internal analyses) of financial reporting issues and practices or otherwise; rapid and significant changes in technology and markets; any adverse developments in commercial disputes or legal proceedings, including any adverse outcome of current or future legal proceedings related to matters that are the subject of governmental investigations, and, to the extent not covered by insurance, if any, our inability to satisfy any resulting obligations from funds available to us, if any; potential fluctuations in quarterly results; volatility of our stock price; intense competition in the markets in which we compete including the likelihood of certain of our competitors emerging from bankruptcy court protection or otherwise reorganizing their capital structure and competing effectively against us; changes in demand for our products and services; acceleration of the deployment of advanced new services, such as broadband data, wireless and video services, which could require substantial expenditure of financial and other resources in excess of contemplated levels; higher than anticipated employee levels, capital expenditures and operating expenses; adverse changes in the regulatory or legislative environment affecting our business; and changes in the outcome of future events from the assumed outcome included in our significant accounting policies.

        The information contained in this Current Report on Form 8-K is a statement of Qwest's present intention, belief or expectation and is based upon, among other things, the existing regulatory environment, industry conditions, market conditions and prices, the economy in general and Qwest's assumptions. Qwest may change its intention, belief or expectation, at any time and without notice, based upon any changes in such factors, in Qwest's assumptions or otherwise. The cautionary statements contained or referred to in this Current Report on Form 8-K should be considered in connection with any subsequent written or oral forward-looking statements that Qwest or persons acting on its behalf may issue. This Current Report on Form 8-K may include analysts' estimates and other information prepared by third parties for which Qwest assumes no responsibility.

        Qwest undertakes no obligation to review or confirm analysts' expectations or estimates or to release publicly any revisions to any forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

        By including any information in this Current Report on Form 8-K, Qwest does not necessarily acknowledge that disclosure of such information is required by applicable law or that the information is material.

2



SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, Qwest has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


 

 

QWEST COMMUNICATIONS INTERNATIONAL INC.

DATE: February 22, 2005

 

By:

 

/s/  
STEPHEN E. BRILZ      
    Name:   Stephen E. Brilz
    Title:   Assistant Secretary

3



EXHIBIT INDEX

Exhibit No.
  Description

Exhibit 99.1   Press Release dated February 22, 2005

Exhibit 99.2

 

Letter, dated February 22, 2005, from the General Services Administration to Qwest Communications International Inc.



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SIGNATURES
EXHIBIT INDEX
EX-99.1 2 a2152428zex-99_1.htm EX-99.1
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Exhibit 99.1

Logo   NEWS


QWEST COMMUNICATIONS ANNOUNCES COMPLETION OF GSA REVIEW

        DENVER, February 22, 2005—Qwest Communications International Inc. (NYSE: Q) announced today that the General Services Administration (GSA) has completed its review of Qwest and has determined that Qwest remains a "responsible" contractor fully eligible to compete for federal government business. The attached letter indicates that the GSA took into account, among other things, significant changes in company management and the company's ethics program.

        During the GSA's review period, Qwest continued to win new contracts from federal entities including the U.S. Mint and U.S. Air Force bases. In fact, Qwest provides communications services for many federal agencies including the Department of the Treasury, the National Institutes of Health, the Department of Labor, the Department of Energy, the Internal Revenue Service, the General Services Administration and many more.

        Additionally, in 2004, the Small Business Administration and the Defense Contract Management Agency gave their seal of approval to Qwest's Small Business Program, further establishing the company's credentials as a federal contractor.

        "We appreciate the care with which the GSA approached its review and are pleased that it is concluded so that we can now focus even more of our efforts on doing what we do best—providing great service to government customers," said Richard C. Notebaert, Qwest Chairman and CEO. "We are looking forward to winning some of the major government business that is up for bid in 2005."

About Qwest

        Qwest Communications International Inc. (NYSE: Q) is a leading provider of voice, video and data services. With more than 40,000 employees, Qwest is committed to the "Spirit of Service" and providing world-class services that exceed customers' expectations for quality, value and reliability. For more information, please visit the Qwest Web site at www.qwest.com.

# # #

Forward Looking Statement Note

        This release may contain projections and other forward-looking statements that involve risks and uncertainties. These statements may differ materially from actual future events or results. Readers are referred to the documents filed by us with the Securities and Exchange Commission, specifically the most recent reports which identify important risk factors that could cause actual results to differ from those contained in the forward-looking statements, including but not limited to: access line losses due to increased competition, including from technology substitution of our access lines with wireless and cable alternatives; our substantial indebtedness, and our inability to complete any efforts to de-lever our balance sheet through asset sales or other transactions; any adverse outcome of the current investigation by the U.S. Attorney's office in Denver into certain matters relating to us; adverse results of increased review and scrutiny by regulatory authorities, media and others (including any internal analyses) of financial reporting issues and practices or otherwise; rapid and significant changes in technology and markets; any adverse developments in commercial disputes or legal proceedings, including any adverse outcome of current or future legal proceedings related to matters that are the



subject of governmental investigations, and, to the extent not covered by insurance, if any, our inability to satisfy any resulting obligations from funds available to us, if any; potential fluctuations in quarterly results; volatility of our stock price; intense competition in the markets in which we compete including the likelihood of certain of our competitors emerging from bankruptcy court protection or otherwise reorganizing their capital structure and competing effectively against us; changes in demand for our products and services; acceleration of the deployment of advanced new services, such as broadband data, wireless and video services, which could require substantial expenditure of financial and other resources in excess of contemplated levels; higher than anticipated employee levels, capital expenditures and operating expenses; adverse changes in the regulatory or legislative environment affecting our business; and changes in the outcome of future events from the assumed outcome included in our significant accounting policies.

        The information contained in this release is a statement of Qwest's present intention, belief or expectation and is based upon, among other things, the existing regulatory environment, industry conditions, market conditions and prices, the economy in general and Qwest's assumptions. Qwest may change its intention, belief or expectation, at any time and without notice, based upon any changes in such factors, in Qwest's assumptions or otherwise. The cautionary statements contained or referred to in this release should be considered in connection with any subsequent written or oral forward-looking statements that Qwest or persons acting on its behalf may issue. This release may include analysts' estimates and other information prepared by third parties for which Qwest assumes no responsibility.

        Qwest undertakes no obligation to review or confirm analysts' expectations or estimates or to release publicly any revisions to any forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

        By including any information in this release, Qwest does not necessarily acknowledge that disclosure of such information is required by applicable law or that the information is material.

        The Qwest logo is a registered trademark of Qwest Communications International Inc. in the U.S. and certain other countries.

Contacts:   Media Contact:   Investor Contact:
    Claire Mylott
303-965-2689
Claire.mylott@qwest.com
  Stephanie Comfort
800-567-7296
IR@qwest.com

2




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QWEST COMMUNICATIONS ANNOUNCES COMPLETION OF GSA REVIEW
EX-99.2 3 a2152428zex-99_2.htm EX-99.2
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Exhibit 99.2

[GSA Logo]   GSA Office of the Chief Acquisition Officer

February 22, 2005

Mr. Richard C. Notebeart
Chairman and Chief Executive Officer
Qwest Communications International, Inc.
Corporate Headquarters
1801 California St.
Denver, CO 80202

Re:
GSA's Review of Qwest Communications International, Inc.

Dear Mr. Notebaert:

        The General Services Administration (GSA), through its Office of General Counsel, began its review of Qwest Communications International, Inc.'s government contracts operation in July 2002. This review focused mainly on allegations that Qwest inflated its revenue, specifically in connection with transactions involving the Arizona School Facilities Board and Genuity.

        As concerns about Qwest's present responsibility continued to grow, GSA's Office of Inspector General (IG) reviewed Qwest's practices and submitted a referral to my office in August 2003, recommending that I consider suspending Qwest, seven of its former employees, and one current employee. Since that time, I have had numerous meetings with Qwest officials, including you, which have resulted in substantial information for my review and consideration. In addition, a second referral from GSA's IG was submitted to me on January 27, 2005. I have also reviewed that report.

        Based upon all information contained in the administrative record, I have concluded that the protection of the Federal government's interest does not presently require that I initiate administrative action against Qwest. At the current time, I am satisfied that Qwest has taken adequate remedial measures, including significant changes in the company's management, the implementation of an ethics program, and continuous disclosure to the Government regarding new issues that Qwest may face. Please note, however, that despite my decision not to initiate administrative action at this time, specifically in the form of suspension or debarment, this does not limit my ability to take further action in the future should additional information come to my attention. GSA also will continue to take any necessary action against former Qwest employees, as appropriate. Should you have any concerns or questions, please do not hesitate to contact me or Mr. Donald Suda at (202) 501-1043.

Sincerely,    

/s/  
JOSEPH A. NEURAUTER      
Joseph A. Neurauter
Suspension and Debarment Official

 

 
CF:
Rand Allen



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