-----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, RN0cRXCetwNbJvs1QwDn6tyBEQG/jpMCxcDgVp4l3vR50XzIMPDR1zg8Br3qDxOL XBl1j1NPbEGDslm4O4/9gQ== 0001221662-07-000003.txt : 20070112 0001221662-07-000003.hdr.sgml : 20070112 20070112192103 ACCESSION NUMBER: 0001221662-07-000003 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20070110 FILED AS OF DATE: 20070112 DATE AS OF CHANGE: 20070112 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: 07529881 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 2007-01-10 0001037949 QWEST COMMUNICATIONS INTERNATIONAL INC [NYSE/Q] 0000944423 ANSCHUTZ PHILIP F 555 SEVENTEENTH STREET DENVER CO 80202 0 0 1 0 Contract 2007-01-10 4 J 0 6000000 D 2010-06-16 Common Stock 6000000 0 I Anschutz Company Contract 2007-01-10 4 J 0 18500000 D 2010-07-16 Common Stock 18500000 0 I Anschutz Company Contract 2007-01-10 4 J 0 18500000 D 2010-08-16 Common Stock 18500000 0 I Anschutz Company On January 10, 2007, Anschutz Company entered into forward sale contracts (the "Contracts") that relate to an aggregate of 43,000,000 shares of common stock. During the period of the Contracts, Anschutz Company will retain ownership of all shares, including voting rights. Each Contract provides that Anschutz Company will deliver, on the dates specified in the Contract, an aggregate number of shares of common stock equal to the product of (i) the applicable Base Amount (as hereinafter defined), and (ii) the applicable Average Exchange Rate, which will be determined as follows: The Average Exchange Rate will equal the arithmetic average of the 10 Exchange Rates corresponding to each of the 10 trading days ending on the relevant Expiration Date (as set forth in Column 6 of Table II of this Form 4 under "Expiration Date,") subject to extension if certain trading disruptions occur. (a) If the volume weighted average price (the "Settlement Price") of the common stock on any such trading day is less than or equal to $8.10 per share (the "Forward Floor Price"), the Exchange Rate in respect of such trading day will be one; (b) if the Settlement Price is greater than the Forward Floor Price but less than or equal to $10.125 per share (the "Forward Cap Price"), the Exchange Rate in respect of such trading day 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 in respect of such trading day 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 Expiration Dates is set forth in Column 7 of Table II of this Form 4 under "Amount or Number of Shares." In consideration therefor, Anschutz Company will receive an aggregate prepayment amount of approximately $297,277,300. In addition, under the formula in footnotes 2 and 3 above, under each of the Contracts Anschutz Company will receive the first 25% of price appreciation in the common stock above $8.10 per share. Philip F. Anschutz is the owner of 100% of the outstanding capital stockof Anschutz Company, which is the registered owner of the securities indicated. Thomas A. Richardson, Attorney in Fact 2007-01-12 -----END PRIVACY-ENHANCED MESSAGE-----