UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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) March 8, 1998
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0-21602
(Commission File Number)
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LCI INTERNATIONAL, INC.
(Exact name of Registrant as specified in its charter)
Delaware 13-3498232
(State or incorporation) (I.R.S. Employer
Identification Number)
8180 Greensboro Drive, Suite 800, McLean, Virginia 22102
(Address of Registrant's principal executive office)
800-555-2124
(Registrant's telephone number)
ITEM 5. OTHER EVENTS
On March 8, 1998, LCI International, Inc., a Delaware corporation
("LCI"), entered into an Agreement and Plan of Merger (the "Merger
Agreement") with Qwest Communications International Inc., a Delaware
corporation ("Qwest"), and Qwest 1998-L Acquisition Corp., a wholly-owned
subsidiary of Qwest ("Merger Sub"), providing for, among other things, the
merger (the "Merger") of Merger Sub with and into LCI that will result in LCI
becoming a wholly owned subsidiary of Qwest. The Merger Agreement and the
joint press release of LCI and Qwest announcing the Merger are filed as
Exhibit 2 and Exhibit 99, respectively, to this Form 8-K.
In connection with the execution of the Merger Agreement, on March 8,
1998, LCI, Philip F. Anschutz, the beneficial owner of not less than 170
million shares (the "Anschutz Shares") of Qwest common stock, and Anschutz
Company, a Delaware corporation wholly owned by Mr. Anschutz
and the record owner of the Anschutz Shares, entered into a Voting
Agreement (the "Voting Agreement") providing for, among other things, (1) the
obligation of Mr. Anschutz to cause Anschutz Company to vote the Anschutz
Shares to approve the issuance of shares of Qwest common stock pursuant to the
Merger Agreement and an amendment to Qwest's Amended and Restated Certificate
of Incorporation increasing the number of authorized shares of Qwest common
stock and (2) certain restrictions on (i) the sale or other transfer of the
record ownership and the beneficial ownership, or both, of the Anschutz Shares
by Mr. Anschutz or Anschutz Company and (ii) the acquisition by Mr. Anschutz
or Anschutz Company of beneficial ownership of additional shares of capital
stock of Qwest from any person other than Qwest, in each case until the
consummation of the Merger or the termination of the Merger Agreement.
The Anschutz Shares represent more than 80% of the issued and outstanding
shares of Qwest common stock as of February 28, 1998. A copy of the
Voting Agreement is attached as Exhibit 10.1 to this Form 8-K.
In connection with the execution of the Merger Agreement, on March 8, 1998,
LCI entered into an amendment (the "Rights Amendment") to the Rights Agreement
dated as of January 22, 1997 between LCI and Fifth Third Bank, as Rights Agent
(the "Rights Agreement"), to the effect that Qwest, Merger Sub and their
affiliates shall not become an Acquiring Person (as defined in the Rights
Agreement) by reason of the execution of the Merger Agreement or the
consummation of the Merger. A copy of the Rights Amendment is attached as
Exhibit 10.2 to this Form 8-K.
The foregoing descriptions of the Merger Agreement, the Voting Agreement
and the Rights Amendment and the transactions contemplated thereby do not
purport to be complete and are qualified in their entirety by reference to
the Merger Agreement, the Voting Agreement, and the Rights Amendment.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits.
Exhibit Number Title
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2 Agreement and Plan of Merger dated as of March 8, 1998
among Qwest Communications International Inc., Qwest 1998-L
Acquisition Corp. and LCI International, Inc.
10.1 Voting Agreement dated as of March 8, 1998 among Philip F.
Anschutz, Anschutz Company and LCI International Inc.
10.2 First Amendment to Rights Agreement dated as of March 8,
1998 between LCI International, Inc. and Fifth Third Bank,
as Rights Agent.
99 Press Release of LCI and Qwest dated March 9, 1998
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
LCI INTERNATIONAL, INC.
/s/ Lee M. Weiner
By: ---------------------------------------
Lee M. Weiner
Vice President - General Counsel
Date: March 9, 1998
Exhibit Index
Exhibit Number Title
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2 Agreement and Plan of Merger dated as of March 8, 1998 among
Qwest Communications International Inc., Qwest 1998-L
Acquisition Corp. and LCI International, Inc.
10.1 Voting Agreement dated as of March 8, 1998 among Philip F.
Anschutz, Anschutz Company and LCI International, Inc.
10.2 First Amendment to Rights Agreement dated as of March 8,
1998 between LCI International, Inc. and Fifth Third Bank,
as Rights Agent.
99 Press Release of LCI and Qwest dated March 9, 1998.