-----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, QvgdvueQLKuLzfYgQoaNXvrkPEqQWAdEkyJEJaDy75YqEnRE+FxSgvRgtXSoXulT h/Jto9MyyZspOL7kMxjoZQ== 0001360259-06-000006.txt : 20060623 0001360259-06-000006.hdr.sgml : 20060623 20060623163644 ACCESSION NUMBER: 0001360259-06-000006 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20060621 FILED AS OF DATE: 20060623 DATE AS OF CHANGE: 20060623 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: 06922585 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 2006-06-21 0001037949 QWEST COMMUNICATIONS INTERNATIONAL INC [NYSE/Q] 0000944423 ANSCHUTZ PHILIP F 555 SEVENTEENTH STREET DENVER CO 80202 0 0 1 0 Contract 2006-06-21 4 J 0 10000000 D Common Stock 0 I Anschutz Company On June 21, 2006, Anschutz Company entered into a forward sale contract (the "Contract") that relates to an aggregate of 10,000,000 shares of common stock (the "Base Amount"). During the period of the Contract, Anschutz Company will retain ownership of the Base Amount of shares, including voting rights in those shares. The Contract provides that Anschutz Company will deliver on one settlement cycle following October 16, 2009 (the "Settlement Date") a number of shares of common stock equal to the product of (i) the applicable Base Amount, multiplied by (ii) the applicable Exchange Rate, which will be determined as follows: (a) If the volume weighted average price (the "Settlement Price") of the common stock on the five trading days ending on October 16, 2009 is less than or equal to $7.5970 (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 $10.6358 (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. In consideration therefor, Anschutz Company will receive on June 26, 2006 an aggregate prepayment amount of $62,295,400. 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 Amount 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. During the period of the Contract, Anschutz Company will retain ownership of the Base Amount of shares, including voting rights in those shares. Anschutz Company has pledged 10,000,000 shares of common stock to secure its obligations under the Contract. Philip F. Anschutz owns 100% of the capital stock of Anschutz Company. Anschutz Company is the registered owner of the securities indicated. Thomas A. Richardson, Attorney in Fact 2006-06-23 -----END PRIVACY-ENHANCED MESSAGE-----