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): August 16, 2002
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 9. Regulation FD Disclosure.
On August 16, 2002, Richard C. Notebaert, Qwest Communications International
Inc.'s ("Qwest") Chairman and Chief Executive Officer, and Oren G. Shaffer,
Qwest's Vice Chairman and Chief Financial Officer, submitted sworn statements to
the Securities and Exchange Commission, as required by the Commission's Order
Requiring the Filing of Sworn Statements Pursuant to Section 21(a)(1) of the
Securities Exchange Act of 1934 (SEC File No. 4-460).
A copy of Mr. Notebaert's statement is furnished as Exhibit 99.1 and a copy of
Mr. Shaffer's statement is furnished as Exhibit 99.2 to this report.
Forward Looking Statements Warning
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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 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: the duration and extent of the current economic
downturn in our 14-state local service area, including its effect on our
customers and suppliers; the effects of our anticipated restatement of
historical financial statements including delays in or restrictions on our
ability to access the capital markets or other adverse effect to our business or
financial position; our substantial indebtedness, and any inability to
restructure our $3.4 billion credit facility prior to failing to comply with
financial covenants contained therein or any inability to complete efforts to
de-lever our balance sheet through asset sales or other transactions; any
adverse outcome of the SEC's current investigation into our accounting policies,
practices and procedures; any adverse outcome of the U.S. Attorney's Office in
Denver current investigation into certain matters relating to us; adverse
results of increased review and scrutiny by Congress, regulatory authorities,
media and others (including any internal analyses) of financial reporting issues
and practices or otherwise; the failure of our chief executive and chief
financial officers to provide certain certifications relating to certain public
filings; rapid and significant changes in technology and markets; 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; our future ability to provide interLATA services within our
14-state local service area; potential fluctuations in quarterly results;
volatility of our stock price; intense competition in the markets in which we
compete; changes in demand for our 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; higher than anticipated employee levels, capital
expenditures and operating expenses; adverse changes in the regulatory or
legislative environment affecting our business; adverse developments in
commercial disputes or legal proceedings; and changes in the outcome of future
events from the assumed outcome included in our significant accounting policies.
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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. The
cautionary statements contained or referred to in this Current Report on Form
8-K should be considered in connection with any subsequent written or oral
forward-looking statements that Qwest or persons acting on its behalf may issue.
This Current Report on Form 8-K may include 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
applicable law or that the information is material.
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: August 16, 2002 By: /s/ YASH A. RANA
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Yash A. Rana
Vice President
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EXHIBIT INDEX
Exhibit 99.1 Statement Under Oath of Principal Executive Officer dated
August 16, 2002.
Exhibit 99.2 Statement Under Oath of Principal Financial Officer dated
August 16, 2002.
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