SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K/A
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 18, 1999
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.)
700 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: 303-992-1400
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NOT APPLICABLE
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(Former name or former address, if changed since last report)
This Amendment to Current Report on Form 8-K/A amends and
restates in its entirety the Current Report on Form 8-K filed by the Registrant
on April 27, 1999.
ITEM 5. OTHER EVENTS
On April 19, 1999, the Registrant (together with its
subsidiaries, "Qwest") and BellSouth Corporation (together with its
subsidiaries, "BellSouth") announced that their respective subsidiaries had
entered into a strategic relationship to provide next-generation communication
services. The Registrant announced that it expects that over five years the
relationship with BellSouth will generate approximately $500 million in
incremental revenues, and $250 million in incremental earnings before interest,
taxes, depreciation and amortization (EBITDA). A copy of the Registrant's press
release announcing the investment and the strategic relationship is attached as
Exhibit 99.1 to this Current Report on Form 8-K/A (this "Report").
On April 19, 1999, the Registrant and BellSouth also announced
that they entered into an agreement pursuant to which BellSouth would purchase
from the Registrant 20,350,000 newly-issued shares of the Registrant's common
stock at a price of $94.50 per share, for an aggregate purchase price of
$1,923,075,000. The terms of this issuance and sale are more fully described in
the Common Stock Purchase Agreement that is filed as Exhibit 10.1 to this
Report. Under a separate agreement and at the request of BellSouth, Anschutz
Company, Registrant's principal stockholder ("Anschutz"), sold to BellSouth
16,650,000 shares of the Registrant's common stock at a price of $94.50 per
share, for an aggregate purchase price of $1,573,425,000. As a result of these
two purchases, BellSouth will own 37,000,000 shares (the "Shares") of the
Registrant's common stock (representing approximately 10% of the Registrant's
issued and outstanding shares) for a total investment of $3,496,500,000. The
closing of the transaction is subject to the expiration of the waiting period
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and
other customary conditions, and is expected to occur by the end of May, 1999.
In the Common Stock Purchase Agreement and subject to the
terms and conditions thereof, BellSouth has generally agreed (1) to a
"standstill" provision under which BellSouth will not acquire more than 20% of
the outstanding shares of the Registrant's common stock, (2) not to transfer the
Shares to third parties, subject to certain exceptions, and (3) not to take
certain actions with respect to the Registrant that may influence the
Registrant. These restrictions generally terminate at the earlier of two years
after the closing of the transaction or the Registrant taking (or failing to
take) certain actions related to acquisition proposals that the registrant may
receive from other parties.
BellSouth does not have an option or any other right to
acquire additional shares of the Registrant's common stock, and the Registrant
has no obligation to issue or otherwise sell any additional shares to BellSouth.
The Common Stock Purchase Agreement also provides that
BellSouth has the right, after it obtains regulatory relief to provide interLATA
service in certain states, to designate one person to serve as a director of the
Registrant.
On April 19, 1999, the Registrant granted BellSouth
registration rights pursuant to the Registration Rights Agreement between them
that is filed as Exhibit 10.2 to this Report.
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After giving effect to the issuance and sale of the Shares to
BellSouth by the Registrant and Anschutz as described above, Anschutz will own
approximately 39 percent of the issued and outstanding shares of the
Registrant's common stock. On April 18, 1999, the Registrant granted to Anschutz
and an affiliated entity registration rights with respect to their shares of the
Registrant's common stock pursuant to the terms of the Registration Rights
Agreement between the Registrant and such parties that is filed as Exhibit 10.3
to this Report.
This Report contains or incorporates by reference
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of 1934 that include,
among others, (1) statements by the Registrant concerning the benefits expected
to result from certain business activities and transactions, (2) the
Registrant's plans to complete its communications network and (3) other
statements by the Registrant of expectations, beliefs, future plans and
strategies, anticipated developments and other matters that are not historical
facts. The Registrant cautions the reader that these forward-looking statements
are subject to risks and uncertainties, including financial, regulatory
environment, and trend projections, that could cause actual events or results to
differ materially from those expressed or implied by the statements. Such risks
and uncertainties include those risks, uncertainties and risk factors
identified, among other places, in documents filed with Securities and Exchange
Commission. The most important factors that could prevent the Registrant from
achieving its stated goals include, but are not limited to, (a) the Registrant's
failure to construct its communications network on schedule and on budget; (b)
operating and financial risks related to managing rapid growth, integrating
acquired businesses and sustaining operating cash flow to meet the Registrant's
debt service requirements, make capital expenditures and fund operations; (c)
potential fluctuation in quarterly results; (d) volatility of stock price; (e)
intense competition in the communications services market; (f) dependence on new
product development; (g) the Registrant's ability to achieve year 2000
compliance; (h) rapid and significant changes in technology and markets; (i)
adverse changes in the regulatory or legislative environment affecting the
Registrant's business; and (j) failure to maintain necessary rights of way.
These cautionary statements should be considered in connection with any
subsequent written or oral forward-looking statements that may be issued by the
Registrant or persons acting on its behalf. The Registrant 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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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
Exhibit 10.1 Common Stock Purchase Agreement dated as of April 19, 1999,
by and between the Registrant and BellSouth Enterprises, Inc.
Exhibit 10.2 Registration Rights Agreement dated as of April 19, 1999, by
and between the Registrant and BellSouth Enterprises, Inc.
Exhibit 10.3 Registration Rights Agreement dated as of April 18, 1999, by
and among the Registrant, Anschutz Company and Anschutz
Family Investment Company LLC.
Exhibit 99.1 Press release of the Registrant dated April 19, 1999.
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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: April 27, 1999 By: /s/ Robert S. Woodruff
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Robert S. Woodruff
Executive Vice President - Finance and
Chief Financial Officer
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EXHIBIT INDEX
Exhibit 10.1 Common Stock Purchase Agreement dated as of April 19, 1999,
by and between the Registrant and BellSouth Enterprises, Inc.
Exhibit 10.2 Registration Rights Agreement dated as of April 19, 1999, by
and between the Registrant and BellSouth Enterprises, Inc.
Exhibit 10.3 Registration Rights Agreement dated as of April 18, 1999, by
and among the Registrant, Anschutz Company and Anschutz
Family Investment Company LLC.
Exhibit 99.1 Press release of the Registrant dated April 19, 1999.
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