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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
July 18, 1999
Date of Report (Date of earliest event reported)
QWEST COMMUNICATIONS INTERNATIONAL INC.
(Exact name of registrant as specified in its charter)
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Delaware 000-22609 84-1339282
(State of other jurisdiction (Commission (IRS employer
of incorporation) file no.) identification no.)
700 Qwest Tower
555 Seventeenth Street
Denver, Colorado 80202
(Address of principal executive offices) (Zip code)
(303) 992-1400
Registrant's telephone number,
including area code
Not applicable
(Former name or address, if changed since last report)
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Item 5. Other Events.
On July 18, 1999, Qwest Communications International Inc., a Delaware
corporation ("Qwest"), and U S WEST, Inc., a Delaware corporation ("U S WEST"),
entered into an Agreement and Plan of Merger (the "Merger Agreement") providing
for, among other things, the merger of U S WEST with and into Qwest, with Qwest
as the surviving corporation. A copy of the Merger Agreement is attached hereto
as Exhibit 2 and is incorporated herein by reference.
A copy of the Qwest and U S WEST joint press release, dated as of July
18, 1999, and the Qwest and U S WEST joint analyst presentation, dated July 19,
1999, are attached hereto as Exhibits 99.1 and 99.2, respectively, and are
incorporated herein by reference.
In connection with the execution of the Merger Agreement, U S WEST and
certain shareholders (the "Shareholders") of Qwest entered into a Voting
Agreement, dated as of July 18, 1999 (the "Voting Agreement") pursuant to
which, among other things, the Shareholders have agreed to vote their shares
of Qwest common stock to approve the transactions contemplated by the Merger
Agreement. A copy of the Voting Agreement is attached hereto as Exhibit 10.1
and is incorporated herein by reference.
In connection with the execution of the Merger Agreement, Qwest and Global
Crossing Ltd., a Bermuda company ("Global"), entered into an Agreement dated as
of July 18, 1999 (the "Global Agreement") relating to certain arrangements
between Qwest and Global in connection with the Merger Agreement. A copy of the
Global Agreement is attached hereto as Exhibit 10.2 and is incorporated herein
by reference.
The foregoing descriptions of the Merger Agreement, the Voting Agreement,
the Global Agreement 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 Agreement.
This Current Report on Form 8-K contains financial projections, synergy
estimates and other forward-looking statements that involve risks and
uncertainties. These statements may differ materially from actual future
events or results. Readers are referred to the documents filed by Qwest with
the SEC, specifically the most recent reports which identify important risk
factors that could cause actual results to differ from those contained in the
forward-looking statements, including potential fluctuations in quarterly
results, dependence on new product development, rapid technological and market
change, failure to complete the network on schedule and on budget, financial
risk management and future growth subject to risks, Qwest's ability to achieve
Year 2000 compliance, adverse changes in the regulatory or legislative
environment, and failure to complete the merger on time or at all. This Current
Report on Form 8-K and the attachments include or incorporate by reference
analysts' estimates and other information prepared by third parties for which
Qwest assumes no responsibility. Qwest undertakes no obligation to review or
confirm analysts' expectations or estimates or to release publicly any
revisions to any forward-looking statements to reflect events or circumstances
after the date hereof or to reflect the occurrence of unanticipated events.
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
Exhibit 2 -- Agreement and Plan of Merger dated as of July 18, 1999
between U S WEST, Inc. and Qwest Communications
International Inc.
Exhibit 10.1 -- Agreement dated as of July 18, 1999 among each of the
shareholders listed on the signature page thereto and
U S WEST, Inc.
Exhibit 10.2 -- Agreement dated as of July 18, 1999 between Qwest
Communications International Inc. and Global Crossing Ltd.
Exhibit 99.1 -- Joint Press Release of Qwest and U S WEST, dated as of
July 18, 1999.
Exhibit 99.2 -- Joint Analyst Presentation of Qwest and U S WEST, dated as
of July 19, 1999.
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SIGNATURE
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.
By: /s/ Robert S. Woodruff
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Name: Robert S. Woodruff
Title: Executive Vice President -
Finance and Chief Financial
Officer
July 20, 1999
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EXHIBIT INDEX
Exhibit 2 -- Agreement and Plan of Merger dated as of July 18, 1999
between U S WEST, Inc. and Qwest Communications
International Inc.
Exhibit 10.1 -- Agreement dated as of July 18, 1999 among each of the
shareholders listed on the signature page thereto and
U S WEST, Inc.
Exhibit 10.2 -- Agreement dated as of July 18, 1999 between Qwest
Communications International Inc. and Global Crossing Ltd.
Exhibit 99.1 -- Joint Press Release of Qwest and U S WEST, dated as of July
18, 1999.
Exhibit 99.2 -- Joint Analyst Presentation of Qwest and U S WEST, dated as
of July 19, 1999.
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