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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 20, 1998
QWEST COMMUNICATIONS INTERNATIONAL INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE
(STATE OR OTHER JURISDICTION OF INCORPORATION)
000-22609 84-1339282
(COMMISSION FILE NUMBER) (IRS EMPLOYER IDENTIFICATION NO.)
555 SEVENTEENTH STREET, SUITE 1000, DENVER, COLORADO 80202
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: 303-291-1400
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NOT APPLICABLE
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
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ITEM 5. OTHER EVENTS
In October 1997, Qwest Communications International Inc. ("Qwest") acquired
SuperNet, Inc. ("SuperNet"), an internet service provider, for approximately
$20.0 million in cash, including acquisition costs.
In January 1998, Qwest signed a definitive merger agreement to acquire
Phoenix Network, Inc. ("Phoenix"), a non-facilities-based reseller of long
distance services. The transaction is subject to the approval of the Phoenix
stockholders, the receipt of certain state and federal regulatory approvals
and the satisfaction of other customary closing conditions. The meeting of
Phoenix stockholders to consider approval of the acquisition is scheduled for
March 30, 1998.
In March 1998, Qwest signed a definitive merger agreement with LCI
International Inc. ("LCI"), a communications services provider. The boards of
directors of each company have approved the merger. The terms of the merger
agreement call for the acquisition of all of LCI's outstanding common shares
and the assumption of all of LCI's stock options by Qwest. The purchase price
of the all-stock transaction is anticipated to be approximately $4.4 billion.
The merger is intended to qualify as a tax-free reorganization and will be
accounted for as a purchase. The transaction is subject to the approval of the
LCI and Qwest stockholders, the receipt of certain regulatory approvals and
the satisfaction of other customary closing conditions.
Exhibit 99.1 attached hereto contains unaudited pro forma condensed combined
financial statements of Qwest as of and for the period ended December 31,
1997, giving effect to the acquisition of SuperNet and the proposed
acquisitions of Phoenix and LCI, as well as the issuance by Qwest in January
1998 of $450.5 million of 8.29% Senior Discount Notes.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibit 99.1 Unaudited Pro Forma Condensed Combined Financial Statements
as of December 31, 1997
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.
Qwest Communications International
Inc.
/s/ Robert S. Woodruff
By: _________________________________
ROBERT S. WOODRUFF
Executive Vice President--Finance,
Chief Financial Officer and
Treasurer
DATE: March 20, 1998
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