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 14, 1998
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.)
1000 QWEST TOWER, 555 SEVENTEENTH STREET, DENVER, COLORADO 80202
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 303-291-1400
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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 April 15, 1998, the Registrant announced the completion of the
acquisition of EUnet International Limited, a company organized under the laws
of England ("EUnet"), effective April 14, 1998. Pursuant to the terms of the
Transaction Agreement dated March 26, 1998 and certain documents related
thereto, the Registrant acquired all of the preference shares, "A" ordinary
shares and options of EUnet and more than 97% of the ordinary shares of EUnet.
The Registrant will acquire the remaining ordinary shares of EUnet by means of a
compulsory purchase under applicable law.
Within three weeks of April 14, 1998, certain EUnet stockholders and
optionholders will receive 3,621,590 shares of newly issued shares of Common
Stock, par value $.01 per share, of the Registrant ("Qwest Common Stock"),
having a deemed value of approximately $135.5 million (based upon a deemed value
of approximately $37.42 per share), and approximately $4.5 million in cash. In
addition, in connection with the registration of the resale of the shares of
Qwest Common Stock issued in the transaction under the Securities Act of 1933,
as amended (the "Securities Act"), as described below, EUnet stockholders will
receive at the Registrant's option, either (i) approximately $14.4 million in
cash (plus interest to the date of payment) or (ii) additional newly issued
shares of Qwest Common Stock having the value of such cash payment, based upon
an average of the Qwest Common Stock closing prices for 15 consecutive trading
days commencing 20 trading days before the effective date of registration. The
shares of Qwest Common Stock will be issued to EUnet stockholders and
optionholders in a private placement exempt from registration under the
Securities Act. The Registrant has agreed to use its best efforts to file with
the Securities and Exchange Commission one or more registration statements to
register the resale of the shares of Qwest Common Stock under the Securities Act
not later than the earlier of (i) three weeks after the closing of the
previously announced merger of a subsidiary of the Registrant and LCI
International, Inc. or (ii) September 30, 1998 (or, under certain circumstances,
a later date, but no later than October 31, 1998).
The press release dated April 15, 1998 of the Registrant and EUnet
announcing the consummation of the transaction is filed with the Securities and
Exchange Commission as Exhibit 99.1 to this Current Report on Form 8-K.
The Registrant cautions that the press release contains
forward-looking statements that may include, among others, statements concerning
the Registrant's plans to complete an approximately 16,250 route mile
coast-to-coast, technologically advanced, fiber optic telecommunications network
(the "Qwest Network"), expectations as to funding its capital requirements,
anticipated expansion of carrier and commercial services and other statements of
expectations, beliefs, future plans and strategies, anticipated developments and
other matters that are not historical facts. The Registrant cautions that these
forward-looking statements are subject to risks and uncertainties that could
cause actual events or results to differ materially from those expressed or
implied by the statements. Important factors that could prevent the Registrant
from achieving its stated goals include, but are not limited to:
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(i) failure by the Registrant to manage effectively, cost efficiently and on a
timely basis the construction of the Qwest Network route segments; (ii) failure
by the Registrant to enter into additional customer contracts to sell dark fiber
or provide high-volume capacity and otherwise expand its telecommunications
customer base; (iii) failure by the Registrant to obtain and maintain all
necessary rights-of-way; (iv) intense competition in the Registrant's carrier
services and commercial services markets; (v) the potential for rapid and
significant changes in technology and their effect on the Registrant's
operations; (vi) operating and financial risks related to managing rapid growth
and integrating acquired businesses; (vii) adverse changes in the regulatory
environment; (viii) failure by the Registrant to consummate the previously
announced merger with LCI International Inc. timely or at all; and (ix) risks of
being highly leveraged and sustaining operating cash deficits.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
Exhibit 99.1 Press release of the Registrant dated April 15,
1998.
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SIGNATURES
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.
DATE: April 16, 1998 By: /s/ ROBERT S. WOODRUFF
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Robert S. Woodruff
Executive Vice President - Finance,
Chief Financial Officer and
Treasurer
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EXHIBIT INDEX
Exhibit 99.1 Press release of the Registrant dated April 15, 1998.
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