SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------
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): February 6, 2002
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.)
1801 California Street Denver, Colorado 80202
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 303-992-1400
Not applicable
-------------------------------------------------------------
(Former name or former address, if changed since last report)
ITEM 5. Other Events.
On February 6, 2002, Qwest Communications International Inc. ("Qwest")
announced it had entered into a wholesale services agreement with BellSouth
Corporation ("BellSouth"). Under the terms of the wholesale services
agreement, BellSouth will purchase $350 million in services and products from
Qwest over four years on a take-or-pay basis. A copy of the press release
announcing the same is attached as Exhibit 99.1 to this Current Report on
Form 8-K.
Qwest and BellSouth formed a strategic relationship in 1999. As part of the
relationship, BellSouth purchased 74 million shares of Qwest stock for $3.5
billion. BellSouth currently owns approximately 45.5 million shares of Qwest
stock. BellSouth may now sell up to 9.25 million shares in a calendar month,
but not more than 18.5 million shares in a calendar quarter under remaining
contractual limitations.
Qwest has approximately 1.67 billion shares outstanding. The average daily
trading volume of Qwest is about 11 million shares per day over the last
three months.
Concurrently with entering into the wholesale services agreement, Qwest and
BellSouth terminated a previous agreement under which BellSouth was to
purchase $250 million in Qwest products and services in exchange for Qwest
stock. In consideration of terminating the earlier contract, Qwest is giving
BellSouth a credit of $71 million toward payment for its products and
services under the new $350 million wholesale services agreement.
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 Communications
International Inc. (together with its affiliates, "Qwest", "we" or "us") 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 but
not limited to: potential fluctuations in quarterly results; volatility of
Qwest's stock price; intense competition in the markets in which we compete;
changes in demand for our products and services; the duration and extent of
the current economic downturn, including its effect on our customers and
suppliers; adverse economic conditions in the markets served by us or by
companies in which we have substantial investments; 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; higher than anticipated employee levels, capital
expenditures and operating expenses; rapid and significant changes in
technology and markets; adverse changes in the regulatory or legislative
environment affecting our business; delays in our ability to provide
interLATA services within our 14-state local service area; 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, and
difficulties in combining the operations of the combined company. The
information contained in this Current Report on Form 8-K is a statement of
Qwest's present intention, belief or expectation and is based upon, among
other things, the existing regulatory environment, industry conditions,
market conditions and prices, the economy in general and Qwest's
assumptions. Qwest may change its intention, belief or expectation, 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
2
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 applicable law or that the information is material.
ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits
Exhibit 99.1 Press Release dated February 6, 2002.
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: February 6, 2002 By: /s/ Yash A. Rana
----------------------------
Yash A. Rana
Vice President
3
EXHIBIT INDEX
Exhibit 99.1 Press Release dated February 6, 2002
4