EXHIBIT 99.4
QWEST COMMUNICATIONS INTERNATIONAL INC.
Offer to Exchange $1,000 in principal amount of
10 7/8% Series B Senior Notes due 2007
which have been registered under the Securities Act
for
each $1,000 in principal amount of
outstanding 10 7/8% Senior Notes due 2007
that were issued and sold in a transaction
exempt from registration under the
Securities Act of 1933,
as amended
To Securities Dealers, Commercial Banks,
Trust Companies and Other Nominees:
Enclosed for your consideration is a Prospectus dated ________, 1997 (as
the same may be amended or supplemented from time to time, the "Prospectus")
and a form of Letter of Transmittal (the "Letter of Transmittal") relating to
the offer (the "Exchange Offer") by Qwest Communications International Inc.
(the "Issuer") to exchange up to $250,000,000 in aggregate principal amount of
its 10 7/8% Series B Senior Notes due 2007 (the "Exchange Notes") for up to
$250,000,000 in aggregate principal amount of its outstanding 10 7/8% Senior
Notes due 2007 that were issued and sold in a transaction exempt from
registration under the Securities Act of 1933, as amended (the "Old Notes").
We are asking you to contact your clients for whom you hold Old Notes
registered in your name or in the name of your nominee, in addition, we ask
you to contact your clients who, to your knowledge, hold Old Notes registered
in their old name. The Issuer will not pay any fees or commissions to any
broker, dealer or other person in connection with the solicitation of tenders
pursuant to the Exchange Offer. You will, however, be reimbursed by the
Issuer for customary mailing and handling expenses incurred by you to
forwarding any of the enclosed materials to your clients. The Issuer will pay
all transfer taxes, if any, applicable to the tender of Old Notes to it or its
order, except as otherwise provided in the Prospectus and the Letter of
Transmittal.
Enclosed are copies of the following documents:
1. the Prospectus;
2. a Letter of Transmittal for your use in connection with the exchange
of Old Notes and for the information of your clients (facsimile copies of the
Letter of Transmittal may be used to exchange Old Notes);
3. a form of letter that may be sent to your clients for whose accounts
you hold Old Notes registered in your name or the name of your nominee, with
space provided for obtaining the clients' instructions with regard to the
Exchange Offer;
4. a Notice of Guaranteed Delivery;
5. guidelines of the Internal Revenue Service for Certification of
Taxpayer Identification Number on Substitute Form W-9; and
6. a return envelope addressed to Bankers Trust Company, the Exchange
Agent.
YOUR PROMPT ACTION IS REQUESTED. THE EXCHANGE OFFER WILL EXPIRE AT 5:00
P.M., NEW YORK CITY TIME, ON _________, 1997, UNLESS EXTENDED (THE "EXPIRATION
DATE"). OLD NOTES TENDERED PURSUANT TO THE EXCHANGE OFFER MAY BE WITHDRAWN,
SUBJECT TO THE PROCEDURES DESCRIBED IN THE PROSPECTUS, AT ANY TIME PRIOR TO
THE EXPIRATION DATE.
To tender Old Notes, certificates for Old Notes or a Book-Entry
Confirmation (as defined in the Prospectus), a duly executed and properly
completed Letter of Transmittal or a facsimile thereof, and any other required
documents, must be received by the Exchange Agent as provided in the
Prospectus and the Letter of Transmittal.
Questions and requests for assistance with respect to the Exchange Offer
or for additional copies of the enclosed material may be directed to the
Exchange Agent at its address set forth in the Prospectus or at (800) 735-
7777.
Very truly yours,
QWEST COMMUNICATIONS INTERNATIONAL INC.
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE
YOU OR ANY PERSON AS AN AGENT OF THE ISSUER OR THE EXCHANGE AGENT, OR ANY
AFFILIATE THEREOF, OR AUTHORIZED YOU OR ANY OTHER PERSON TO MAKE ANY
STATEMENTS OR USE ANY DOCUMENT ON BEHALF OF ANY OF THEM WITH RESPECT TO THE
EXCHANGE OFFER, EXCEPT FOR THE ENCLOSED DOCUMENTS AND THE STATEMENTS EXPRESSLY
MADE IN THE PROSPECTUS AND THE LETTER OF TRANSMITTAL.