AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 9, 1998
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
--------
FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR 12(G) OF THE
SECURITIES EXCHANGE ACT OF 1934
LCI INTERNATIONAL, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 13-3498232
(State of Incorporation or Organization) (I.R.S. Employer
Identification no.)
8180 GREENSBORO DRIVE
MCLEAN, VIRGINIA 22102
(Address of Principal Executive Offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of debt registration of a class of
securities and is effective upon debt securities and is to
filing pursuant to General Instruction become effective simultan-
A(c)(1), please check the following box.|_| eously with the effective-
ness of a concurrent registration
statement under the Securities
Act of 1933 pursuant to General
Instruction A(c)(2), please
check the following box.|_|
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be registered class is to be registered
Preferred Stock Purchase Rights New York Stock Exchange
- ------------------------------------- --------------------------------
Securities to be registered pursuant to Section 12(g) of the Act: None
(Title of Class)
This document contains 10 pages. The Exhibit Index is located on page 7.
Item 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
Preferred Stock Purchase Rights
On January 21, 1997, the Board of Directors of LCI International, Inc.
(the "Company") authorized the issuance of one preferred share purchase right (a
"Right") for each outstanding share of common stock, par value $0.01 per share
(the "Common Stock"), of the Company. The distribution is payable to the
stockholders of record at the close of business on January 22, 1997 (the "Record
Date"), which is also the payment date, and with respect to all shares of Common
Stock that become outstanding after the Record Date and prior to the earliest of
the Distribution Date (as defined below), the redemption of the Rights, the
exchange of the Rights, or the expiration of the Rights (and, in certain cases,
following the Distribution Date). Each Right entitles the registered holder to
purchase from the Company one one-thousandth of a share of a Junior
Participating Preferred Stock, par value $0.01 per share, of the Company (the
"Preferred Stock") at an exercise price of $100.00 per one one-thousandth of a
share of Preferred Stock (the "Purchase Price"), subject to adjustment. The
description and terms of the Rights, and certain defined terms used herein, are
set forth in a Rights Agreement (the "Rights Agreement") between the Company and
Fifth Third Bank as Rights Agent (the "Rights Agent"), dated as of January 22,
1997.
Until the earlier to occur of (i) the expiration of the Company's
redemption rights on the date of public disclosure that a person or group other
than certain Exempt Persons (an "Acquiring Person"), together with persons
affiliated or associated with such Acquiring Person (other than those that are
Exempt Persons), has acquired, or obtained the right to acquire, beneficial
ownership of 15% or more (20% or more in the case of certain acquisitions by
institutional investors) of the outstanding Common Stock (the "Stock Acquisition
Date") and (ii) the tenth business day after the date (the "Tender Offer Date")
of commencement or public disclosure of an intention to commence a tender offer
or exchange offer by a person other than an Exempt Person if, upon consummation
of the offer, such person could acquire beneficial ownership of 15% or more of
the outstanding Common Stock (the earlier of such dates being called the
"Distribution Date"), the Rights will be evidenced by Common Stock certificates
and not by separate certificates. The Rights Agreement provides that, until the
Distribution Date (or earlier redemption, exchange or expiration of the Rights),
the Rights will be transferred with and only with the Common Stock. Until the
Distribution Date (or earlier redemption, exchange or expiration of the Rights),
new Common Stock certificates issued after January 22, 1997, upon transfer or
new issuance of shares of Common Stock, will contain a notation incorporating
the Rights Agreement by reference. Until the Distribution Date (or earlier
redemption, exchange or expiration of the Rights) the surrender for transfer of
any certificate for Common Stock will also constitute the transfer of the Rights
associated with the Common Stock represented by such certificate. As soon as
practicable following the Distribution Date, separate certificates evidencing
the Rights ("Right Certificates") will be mailed to holders of record of the
Common Stock as of the close of business on the Distribution Date, and such
separate Right Certificates alone will evidence the Rights.
The Rights will first become exercisable on the Stock Acquisition Date
(unless sooner redeemed or exchanged). The Rights will expire at the close of
business on January 22, 2007 (the "Expiration Date"), unless earlier redeemed or
exchanged by the Company as described below.
The Purchase Price payable, and the number of shares of Preferred Stock
or other securities, cash or other property issuable, upon exercise of the
Rights are subject to adjustment from time to time to prevent dilution (i) in
the event of a stock dividend or distribution on, or a subdivision, combination
or reclassification of, the Preferred Stock, (ii) upon the grant to holders of
the Preferred Stock of certain rights, options or warrants to subscribe for
Preferred Stock or securities convertible into or exchangeable for Preferred
Stock at less than the current market price of the Preferred Stock or (iii) upon
the distribution to holders of the Preferred Stock of evidences of indebtedness
or assets (excluding regular periodic cash dividends, subject to certain
limitations set forth in the Rights Agreement) or of subscription rights or
warrants (other than those referred to above). In addition, the Purchase Price
payable, and the number of shares of Preferred Stock purchasable, on exercise of
a Right is subject to adjustment in the event that the Company should (i)
declare or pay any dividend on the Common Stock payable in Common Stock or (ii)
effect a subdivision or combination of the Common Stock into a different number
of shares of Common Stock.
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% in
such Purchase Price. No fractional shares of Preferred Stock will be issued
(other than fractions which are integral multiples of one one-thousandth of a
share of Preferred Stock, which may, at the election of the Company, be
evidenced by depositary receipts) and in lieu thereof, an adjustment in cash
will be made based on the market price of the Preferred Stock on the last
trading date prior to the date of exercise.
In the event that there is public disclosure that an Acquiring Person
has become such, proper provision would be made so that each holder of a Right,
other than Rights that are or were beneficially owned by the Acquiring Person
and certain related persons and transferees (which will thereafter be void),
will thereafter have the right to receive upon exercise that number of shares of
Common Stock (or other securities) having at the time of such transaction a
market value of two times the Purchase Price of the Right. In addition, the
Company's Board of Directors has the option of exchanging all or part of the
Rights (excluding void Rights) for an equal number of shares of Common Stock in
the manner described in the Rights Agreement.
In the event that, at any time following public disclosure that an
Acquiring Person has become such, the Company is involved in a merger or other
business combination transaction where the Company is not the surviving
corporation or where the Common Stock is changed or exchanged or in a
transaction or transactions as a result of which 50% or more of its consolidated
assets or earning power are sold, proper provision would be made so that each
holder of a Right (other than such Acquiring Person and certain related persons
or transferees) shall thereafter have the right to receive, upon the exercise
thereof at the then current Purchase Price of the Right, that number of shares
of common stock of the acquiring company or the Company, as the case may be,
which at the time of such transaction would have a market value of two times the
Purchase Price of the Right.
At any time prior to public disclosure that an Acquiring Person has
become such, the Board of Directors of the Company may redeem the Rights in
whole, but not in part, at a price of $.01 per Right (the "Redemption Price"),
payable in cash, shares (including fractional shares)
-2-
of Common Stock or any other form of consideration deemed appropriate by the
Board of Directors.
At any time prior to the Distribution Date, the Board of Directors of
the Company may amend or supplement the Rights Agreement without the approval of
the Rights Agent or any holder of the Rights. From and after the Distribution
Date, the Board of Directors of the Company may generally only amend or
supplement the Rights Agreement without such approval only to cure ambiguity,
correct or supplement any defective or inconsistent provision or change or
supplement the Rights Agreement in any manner which shall not adversely affect
the interests of the holders of the Rights (other than an Acquiring Person or an
affiliate or associate thereof). Immediately upon the action of the Board of
Directors providing for any amendment or supplement, such amendment or
supplement will be deemed effective.
The Preferred Stock purchasable upon exercise of the Rights will not be
redeemable. Each share of Preferred Stock will be entitled to a minimum
preferential quarterly dividend payment, when, as and if declared by the Board
of Directors of the Company, equal to the greater of $100 per share and 1,000
times the dividend declared per Common Stock. In the event of liquidation, the
holders of the Preferred Stock will be entitled to a preferential liquidation
payment equal to $1,000 per share, plus accrued and unpaid dividends. Each share
of Preferred Stock will have 1,000 votes per share, voting together with the
Common Stock. In the event of any merger, consolidation or other transaction in
which the Common Stock is exchanged, each share of Preferred Stock will be
entitled to receive 1,000 times the amount received per Common Stock.
Exempt Persons include (i) the Company, (ii) any Subsidiary of the
Company, (iii) any employee benefit plan of the Company or of any Subsidiary of
the Company, (iv) any Person holding Common Stock for any such employee benefit
plan or for employees of the Company or of any Subsidiary of the Company
pursuant to the terms of any such employee benefit plan, and (v) Warburg, Pincus
Capital Company, L.P. ("Warburg Pincus") and its Affiliates and Associates.
The Rights may have certain anti-takeover effects. The Rights may cause
substantial dilution to a person or group (except as described above with
respect to an Exempt Person) that attempts to acquire the Company on terms not
approved by the Board. The Rights should not interfere with any merger or other
business combination approved by the Board of Directors prior to the time a
person or group other than an Exempt Person has acquired beneficial ownership of
15% or more of the Common Stock, because until such time the Rights may
generally be redeemed by the Company at $.01 per Right.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company, including, without limitation, the right
to vote or to receive dividends.
On March 9, 1998, the Company announced that the Company, Qwest
Communications International, Inc., a Delaware corporation ("Qwest"), and Qwest
1998-L Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary
of Qwest ("Sub"), had entered into an Agreement and Plan of Merger (the "Merger
Agreement") pursuant to which
-3-
Sub will merge with and into the Company and all outstanding shares of the
Company will be exchanged for shares of common stock of Qwest (the "Merger").
Immediately prior to the execution of the Merger Agreement, the Company
and the Rights Agent executed an amendment to the Rights Agreement (the
"Amendment") which provides that the definition of "Acquiring Person" in Section
1 of the Rights Agreement is amended such that Qwest, Sub or any of their
affiliates shall not be deemed an Acquiring Person for purposes of the Rights
Agreement solely by reason or as a result of the execution or delivery of the
Merger Agreement or the consummation of the Merger or any other transaction
contemplated by the Merger Agreement.
This summary description of the Rights does not purport to be complete
and is qualified in its entirety by reference to the Rights Agreement (and the
exhibits thereto) and the Amendment attached hereto, which is incorporated in
this Registration Statement on Form 8-A/A by reference.
ITEM 2. EXHIBITS
1. Rights Agreement, dated as of January 22, 1997, between LCI
International, Inc. and Fifth Third Bank, as Rights Agent, including the form of
Certificate of Designation, Preferences and Rights of Junior Participating
Preferred Stock, attached thereto as Exhibit A, the form of Rights Certificate
attached thereto as Exhibit B and the Summary of Rights attached thereto as
Exhibit C. (Incorporated by reference to Exhibit 1 on Form 8-A filed by the
Company with the Securities and Exchange Commission on January 22, 1997.
2. First Amendment to Rights Agreement dated as of March 8, 1998.
-4-
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
LCI INTERNATIONAL, INC.
By: /s/ Lee M. Weiner
-----------------
Name: Lee M. Weiner
Title: Vice President
Date: March 9, 1998
-5-
EXHIBIT INDEX
Exhibit
No. Description Page No.
1. Rights Agreement, dated as of January 22, 1997,
between LCI International, Inc. and Fifth Third Bank,
as Rights Agent, including the form of Certificate of
Designation, Preferences and Rights of Junior
Participating Preferred Stock, attached thereto as
Exhibit A, the form of Rights Certificate attached
thereto as Exhibit B and the Summary of Rights
attached thereto as Exhibit C. (Incorporated by
reference to Exhibit 1 on Form 8-A filed by the
Company with the Securities and Exchange
Commission on January 22, 1997.
2. First Amendment to Rights Agreement dated as of
March 8, 1998.
-6-
Exhibit 2
FIRST AMENDMENT
TO
RIGHTS AGREEMENT
FIRST AMENDMENT dated as of March 8, 1998 ("this Amendment") between
LCI International, Inc., a Delaware corporation (the "Company"), and Fifth Third
Bank, as Rights Agent.
WHEREAS, the above-mentioned parties have previously entered into that
certain Rights Agreement dated as of January 22, 1997 (the "Rights Agreement")
governing certain preferred stock purchase rights (the "Rights") of the
Company's stockholders;
WHEREAS, the Company is entering into an Agreement and Plan of Merger
(the "Merger Agreement"), by and among the Company, Qwest Communications
International Inc., a Delaware corporation ("Parent"), and Qwest 1998-L
Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of
Parent ("QAI"), pursuant to which QAI will be merged with and into the Company
and the Company shall become a wholly-owned subsidiary of Parent (the "Merger");
WHEREAS, the Board of Directors deems it desirable and in the best
interests of its stockholders that the transactions contemplated by the Merger
Agreement be consummated;
WHEREAS, the Merger Agreement provides that prior to the execution of
the Merger Agreement, the Board of Directors of the Company shall have approved
an amendment to the Rights Agreement to the effect that Parent, QAI and their
affiliates shall not become an Acquiring Person (as such term is defined in the
Rights Agreement); and
WHEREAS, such parties wish to amend the Rights Agreement in the manner
set forth below.
NOW, THEREFORE, the parties hereto agree as follows:
1. All capitalized terms used herein, unless otherwise defined herein,
shall have the meanings given them in the Rights Agreement, and each reference
in the Rights Agreement to "this Agreement," "hereof," "herein," "hereunder" or
"hereby" and each other similar reference shall be deemed to refer to the Rights
Agreement as amended hereby. All references to the Rights Agreement in any other
agreement between or among any of the parties hereto relating to the
transactions contemplated by the Rights Agreement shall be deemed to refer to
the Rights Agreement as amended hereby.
2. The definition of "Acquiring Person" in Section 1 of the Rights
Agreement is hereby amended by adding the following provision to the end of the
last sentence of paragraph (a)(i) of such definition:
E-1
"and shall not include Parent, QAI or any of their Affiliates or
Associates which otherwise would become an Acquiring Person solely by reason or
as a result of the execution or delivery of the Merger Agreement or the
consummation of the Merger or any other transaction contemplated by the Merger
Agreement."
3. The following definitions are hereby added to Section 1 of the
Rights Agreement:
""Merger" means the merger of QAI with and into the Company upon the
terms and conditions set forth in the Merger Agreement."
""Merger Agreement" means the Agreement and Plan of Merger, dated as of
March 8, 1998, among the Company, QAI and Parent."
""Parent" means Qwest Communications International Inc., a Delaware
corporation."
""QAI" means Qwest 1998-L Acquisition Corp., a Delaware corporation and
a direct, wholly owned subsidiary of Parent."
4. This Amendment shall be governed by and construed in accordance with
the internal laws of the State of Delaware applicable to contracts made and
performed entirely in Delaware.
5. This Amendment may be signed in any number of counterparts, each of
which shall be deemed an original, with the same effect as if the signatures
thereto and hereto were upon the same instrument.
6. Except as expressly amended hereby, the Rights Agreement shall
remain in full force and effect.
E-2
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and their respective corporate seals to be hereunto affixed and
attested, all as of the day and year first above written.
LCI INTERNATIONAL, INC.
Attest:
/s/ James D. Heflinger By: /s/ H. Brian Thompson
- ---------------------- ---------------------
Name: H. Brian Thompson
Title: Chairman of the Board and
Chief Executive Officer
FIFTH THIRD BANK
Attest:
/s/ Laura H. Wikoff By: /s/ Dana H. Hushak
- ------------------- ------------------
Name: Dana H. Hushak
Title: Vice President
E-3