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): November 8, 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 2. Acquisition or Disposition of Assets.
On November 8, 2002, Qwest Communications International Inc. ("Qwest") announced
the completion of the first phase of the sale of the directory publishing
business of its subsidiary, Qwest Dex, Inc. ("QwestDex"), to a new entity formed
by the private equity firms of The Carlyle Group and Welsh, Carson, Anderson &
Stowe for a cash purchase price of $2.75 billion. A copy of the press release
announcing the same is attached as Exhibit 99.1 to this Current Report on Form
8-K.
On November 8, 2002, Qwest also announced that a portion of the sale proceeds
were made available to Qwest's subsidiary Qwest Services Corporation ("QSC") to
pay $1.35 billion in outstanding loans under its Amended and Restated Credit
Agreement dated as of August 30, 2002, reducing the lending commitments under
such revolving credit facility to $2.0 billion. The funds were made available to
QSC by repayment of outstanding borrowings under a line of credit between
QwestDex's parent and an affiliate, Qwest Capital Funding, Inc. ("QCF"),
followed by a payment by QCF to QSC.
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 our inability to complete
any 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
current investigation by the U.S. Attorney's Office in Denver 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; any adverse developments in commercial disputes or
legal proceedings, including any adverse outcome of current or future legal
proceedings related to matters that are the subject of governmental
investigations, and, to the extent not covered by insurance, if any, our
inability to satisfy any resulting obligations from funds available to us, if
any; 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; and changes in the outcome of future events from the assumed outcome
included in our significant accounting policies.
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.
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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 November 8, 2002.
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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: November 15, 2002 By: /s/ YASH A. RANA
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Yash A. Rana
Vice President
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EXHIBIT INDEX
Exhibit No. Description
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Exhibit 99.1 Press Release dated November 8, 2002.
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