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): June 5, 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 June 5, 1998, the Registrant announced the consummation of the
merger pursuant to the Agreement and Plan of Merger dated as of March 8, 1998,
as amended (the "Merger Agreement"), among LCI International, Inc. ("LCI"), the
Registrant and a wholly-owned subsidiary of the Registrant, providing for the
merger of such subsidiary with and into LCI. As of June 5, 1998, the effective
date of the merger, each outstanding share of common stock, par value $.01 per
share, of LCI ("LCI Common Stock") was converted into the right to receive
1.1661 shares of the Registrant's common stock and cash in lieu of fractional
shares, in accordance with the terms of the Merger Agreement.
The press release dated June 5, 1998 of the Registrant and LCI
announcing the consummation of the merger 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 18,449 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: (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; and (viii)
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 and LCI
International, Inc. dated June 5, 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.
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QWEST COMMUNICATIONS INTERNATIONAL INC.
DATE: June 12, 1998 By: /s/ ROBERT S. WOODRUFF
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Robert S. Woodruff
Executive Vice President - Finance,
Chief Financial Officer and
Treasurer
S-1
EXHIBIT INDEX
Exhibit 99.1 Press release of the Registrant and LCI
International, Inc. dated June 5, 1998.
A-1