-----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, HMJXEu/9cHqSxReNlFjmOtcrq0WCiwu8KCkdguAgQ6TQUKLnMDzRBY8Qr1ZUdYOk mwYevPe1YmZVuiAcONETvA== 0001235110-09-000219.txt : 20090923 0001235110-09-000219.hdr.sgml : 20090923 20090923132819 ACCESSION NUMBER: 0001235110-09-000219 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20090921 FILED AS OF DATE: 20090923 DATE AS OF CHANGE: 20090923 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: 091082312 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 X0303 4 2009-09-21 0001037949 QWEST COMMUNICATIONS INTERNATIONAL INC Q 0000944423 ANSCHUTZ PHILIP F 555 SEVENTEENTH STREET DENVER CO 80202 0 0 1 0 Common Stock 2009-09-21 4 J 1 16000000 D 213708000 I By Anschutz Company Common Stock 17200000 I By Anschutz Family Investment Company LLC Contract 2009-09-21 4 J 1 16000000 0 D 2009-09-16 Common Stock 16000000 0 I By Anschutz Company On September 21, 2009, Anschutz Company settled a portion of a forward sale contract (the "Contract") that was entered into on October 10, 2006 with an unaffiliated third party purchaser that relates to an aggregate of 80,000,000 shares of common stock (entry into the Contract has been previously disclosed on Form 4, date of earliest transaction required to be reported October 10, 2006) by delivery to the purchaser of 16,000,000 shares of common stock. The Contract provides that Anschutz Company will deliver to the purchaser on each of five days (each such day is referred to herein as a "Settlement Date") a number of shares of common stock (or, at the election of Anschutz Company, an equivalent amount of cash) equal to (i) the applicable Base Amount (as hereinafter defined), and (ii) the applicable Exchange Rate, which will be determined as follows: 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 $8.14 (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 $9.768 (with respect to settlements occurring in 2009), and $10.175 (with respect to settlements occurring in 2010) (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 the first Settlement Date is set forth in Column 7 of Table II of this Form 4 under "Amount or Number of Shares." The Valuation Date for the first Settlement Date is set forth in Column 6 of Table II of this Form 4 under "Expiration Date." In consideration for entering into the Contract, Anschutz Company received an aggregate prepayment amount of approximately $562,400,000. Under the formula described in footnote 2 above, Anschutz Company will retain the first 20% of price appreciation in the common stock above $8.14 per share (with respect to the settlements occurring in 2009) and the first 25% of price appreciation in the common stock above $8.14 per share (with respect to settlements occurring in 2010). 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 originally pledged 80,000,000 shares of common stock (now 64,000,000 shares of common stock after the settlement) (the "Pledged Shares") to secure its obligations under the Contract. On September 16, 2009 (the Valuation Date), the Settlement Price was $3.5264. Anschutz Company transferred to the purchaser 16,000,000 of the Pledged Shares by the applicable Settlement Date. Philip F. Anschutz owns 100% of the capital stock of Anschutz Company. Anschutz Company is the registered owner of the securities indicated. Anschutz Company is the manager and one percent owner of Anschutz Family Investment Company LLC, which is the registered owner of the securities indicated. /s/ Robert M. Swysgood, as attorney-in-fact 2009-09-23 -----END PRIVACY-ENHANCED MESSAGE-----