-----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, ARxLpVzyfBB60jS/YOzh47yRAi64CqH3ilz3/1RGHmkD2esL/cSMs1wYUZ5tiJhe swsiI1GSeGy5UP0EpeWlvw== 0001221662-06-000033.txt : 20061120 0001221662-06-000033.hdr.sgml : 20061120 20061120184711 ACCESSION NUMBER: 0001221662-06-000033 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20061116 FILED AS OF DATE: 20061120 DATE AS OF CHANGE: 20061120 ISSUER: 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 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ANSCHUTZ PHILIP F CENTRAL INDEX KEY: 0000944423 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-15577 FILM NUMBER: 061231182 BUSINESS ADDRESS: STREET 1: C/O ANSCHUTZ CO STREET 2: 555 SEVENTEENTH ST STE 2400 CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 3032981000 MAIL ADDRESS: STREET 1: 2400 ANACONDA TOWER 555 SEVENTEENTH ST STREET 2: C/O ANSCHUTZ CO STE 2400 CITY: DENVER STATE: CO ZIP: 80202 4 1 edgar.xml PRIMARY DOCUMENT X0202 4 2006-11-16 1 0001037949 QWEST COMMUNICATIONS INTERNATIONAL INC [NYSE/Q] 0000944423 ANSCHUTZ PHILIP F 555 SEVENTEENTH STREET DENVER CO 80202 0 0 1 0 Common Stock 2006-02-20 5 G 0 2736184 0 A 2736190 D Common Stock 2006-11-20 5 G 0 53500000 0 D 229708000 I By Asnchutz Company Common Stock 17200000 I By Anschutz Family Investment Company LLC Contract 2006-11-16 4 J 0 15000000 D 2010-04-16 Common Stock 15000000 0 I Anschutz Company Contract 2006-11-16 4 J 0 10000000 D 2010-06-16 Common Stock 10000000 0 I Anschutz Company Shares received from Charitable Lead Trust described in Form 5 filed by Anschutz Company on February 13, 2004 and in Amendment No. 2 to Schedule 13D filed by Anschutz Company on March 18, 2003. Anschutz Company has entered into irrevocable pledges pursuant to which Anschutz Company will donate 53,500,000 shares of the common stock of Qwest to The Anschutz Foundation (a charitable foundation). As a result of the above-described and prior transactions, including those set out in Table II above, Anschutz Company and its reporting affiliates (Philip F. Anschutz and Anschutz Family Investment Company LLC) currently hold 66,369,190 shares of the common stock of Qwest that are not subject to existing pledges to The Anschutz Foundation, forward sale contracts or call options. Philip F. Anschutz is the owner of 100% of the outstanding capital stockof Anschutz Company, which is the registered owner of the securities indicated. Anschutz Company is the manager and one percent equity owner of Anschutz Family Investment Company LLC, which is the registered owner of the securities indicated. On November 16, 2006, Anschutz Company entered into a forward sale contract (the "Contract") that relates to an aggregate of 25,000,000 shares of common stock. During the period of the Contract, Anschutz Company will retain ownership of all shares, including voting rights. The Contract provides that Anschutz Company will deliver on each of two days (each such day is referred to herein as a "Settlement Date"), a number of shares of common stock equal to (i) the applicable Base Amount (as hereinafter defined), and (ii) the applicable Exchange Rate, which will be determined as follows: (a) If the value weighted average price (the "Settlement Price") of the common stock on the 10 trading days ending on the relevant Valuation Date (as hereinafter defined) is less than or equal to $7.9912 (the"Forward Floor Price"), the Exchange Rate will be one; (b) if the Settlement Price is greater than the Forward Floor Price but less than or equal to $9.9890 (the "Forward Cap Price"), the Exchange Rate will be equal to the Forward Floor Price divided by the Settlement Price; and (c) if the Settlement Price is greater than the Forward Cap Price, the Exchange Rate will be equal to the Adjusted Forward Floor Price (as hereinafter defined) divided by the Settlement Price. The Adjusted Forward Floor Price will be equal to the Forward Floor Price plus the Settlement Price minus the Forward Cap Price. The "Base Amount" for each of the Settlement Dates is set forth in Column 7 of Table II of this Form 4 under "Amount or Number of Shares." The Valuation Date for each Settlement Date is set forth in Column 6 of Table II of this Form 4 under "Expiration Date." In consideration therefor, Anschutz Company will receive an aggregate prepayment amount of approximately $169,773,045. In addition, under the formula in footnote 6 above, Anschutz Company will receive the first 25% of price appreciation in the common stock above $7.9912 per share. In the event of the payment of dividends (whether cash or in-kind), stock splits, reverse stock splits, spinoffs, mergers or similar events affecting the common stock, the Base Amounts and one or more of the Settlement Price, Forward Floor Price and Forward Cap Price are subject to adjustment depending on the nature of the transaction. Anschutz Company has pledged 25,000,000 shares of common stock to secure its obligations under the Contract. Thomas A. Richardson, Attorney in Fact 2006-11-20 -----END PRIVACY-ENHANCED MESSAGE-----