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): April 26, 2001
QWEST COMMUNICATIONS INTERNATIONAL INC.
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(Exact name of registrant as specified in its charter)
DELAWARE
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(State or other jurisdiction of incorporation)
000-22609 84-1339282
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(Commission File Number) (IRS Employer Identification No.)
1801 California Street Denver, Colorado 80202
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 303-992-1400
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Not Applicable
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(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS
On April 26, 2001, Qwest Communications International Inc. ("Qwest") and
Microsoft Corporation jointly announced a strategic alliance to accelerate
deployment of DSL (digital subscriber lines) and deliver broadband content and
services to consumers. A copy of the press release announcing the same is
attached as Exhibit 99.1 to this Current Report on Form 8-K.
Also on April 26, 2001, Qwest hosted a conference call with media, analysts,
investors and other interested persons during which it discussed, among other
things, the transaction and its benefits to Qwest and its customers. As
previously announced, the webcast of the call (live and replay) is accessible on
Qwest's website.
On the call Qwest announced the following (all numbers are approximate):
o Under the transaction, the general terms of which are described in the
attached press release, it expected Microsoft's MSN unit would purchase
hundreds of thousands of dial ports. Qwest expected the alliance would
generate millions of additional customers.
o As a result of the transaction, Qwest would have a stronger consumer
offering with richer content than it could alone. This would contribute to
Qwest's revenue growth plan.
o The transaction would also result in Qwest avoiding costs it would
otherwise have incurred to make its existing Qwest.net service more
competitive and to market that product.
o It expects the transaction to generate between $1.3 billion and $1.5
billion in revenue over the five-year term, more likely near the high end
of the range. Based on a preliminary, rough estimate, it expects about half
of these revenues would come from growth in customers and the remainder
from providing services to MSN.
o The MSN transaction, together with recent management and organizational
changes, among other things, gave Qwest added confidence that it would meet
its financial guidance targets announced during its earnings conference
call on April 24, 2001. The targets remain unchanged.
FORWARD LOOKING STATEMENTS WARNING
This Current Report on Form 8-K contains projections 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 Securities and Exchange Commission,
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, volatility of
Qwest's stock price, intense competition in the communications services market,
changes in demand for Qwest's products and services, dependence on new product
development and acceleration of the deployment of advanced new services, such as
broadband data, wireless and video services, which could require substantial
expenditure of financial and other resources in excess of contemplated levels,
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rapid and significant changes in technology and markets, adverse changes in the
regulatory or legislative environment affecting Qwest's business and delays in
Qwest's ability to provide interLATA services within its 14-state local service
territory, failure to maintain rights of way, and failure to achieve the
projected synergies and financial results expected to result from the
acquisition of U S WEST, Inc. timely or at all and difficulties in combining the
operations of Qwest and U S WEST. The information contained in this Current
Report on Form 8-K is a statement of Qwest's present intention and is based
upon, among other things, the existing regulatory environment, industry
conditions and market conditions and prices. Qwest may change its intentions, at
any time and without notice, based upon any changes in such factors, in Qwest's
assumptions or otherwise. This Current Report on Form 8-K includes 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.
By including any information in this Current Report on Form 8-K, Qwest does not
necessarily acknowledge that disclosure of such information is required by
Regulation FD or otherwise or that the information is material.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
Exhibit 99.1 Press release dated April 26, 2001.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Qwest has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
QWEST COMMUNICATIONS INTERNATIONAL INC.
DATE: April 27, 2001 By: /s/ YASH A. RANA
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Yash A. Rana
Associate General Counsel and
Assistant Secretary
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EXHIBIT INDEX
Exhibit 99.1 Press release dated April 26, 2001.
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