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OMB Number: 3235-0145
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
Qwest Communication International Inc.
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(Name of Issuer)
Common Stock, $0.01 par value
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(Title of Class of Securities)
74912110
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(CUSIP Number)
Filed pursuant to Rule 13d-2(b)
- --------------------------------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
/ / Rule 13d-1(b)
/ / Rule 13d-1(c)
/X/ Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
This information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
Potential persons who are to respond to the collection of information contained
in this form are not required to respond unless the form displays a currently
valid OMB control number.
<PAGE>
CUSIP Number: 74912110
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1 Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (entities only)
Anschutz Company
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2 Check the Appropriate Box if a Member of a Group
(a) /X/
(b) / /
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3 SEC Use Only
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4 Citizenship or Place of Organization
Delaware
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Number of 5 Sole Voting Power
Shares 0
Beneficially ------------------------------------------------
Owned by 6 Shared Voting Power
Each Reporting 287,089,328
Person With: ------------------------------------------------
7 Sole Dispositive Power
0
------------------------------------------------
8 Shared Dispositive Power
287,089,328
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9 Aggregate Amount Beneficially Owned by Each Reporting Person
287,089,328
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10 Check if the Aggregate Amount in Row (9) Excludes Certain Shares
/ /
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11 Percent of Class Represented by Amount in Row (9)
38.3%
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12 Type of Reporting Person
CO
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<PAGE>
CUSIP Number: 74912110
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1 Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (entities only)
Philip F. Anschutz
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2 Check the Appropriate Box if a Member of a Group
(a) /X/
(b) / /
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3 SEC Use Only
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4 Citizenship or Place of Organization
United States of America
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Number of 5 Sole Voting Power
Shares 4
Beneficially ------------------------------------------------
Owned by 6 Shared Voting Power
Each Reporting 287,089,328
Person With: ------------------------------------------------
7 Sole Dispositive Power
4
------------------------------------------------
8 Shared Dispositive Power
287,089,328
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9 Aggregate Amount Beneficially Owned by Each Reporting Person
287,089,332
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10 Check if the Aggregate Amount in Row (9) Excludes Certain Shares
/ /
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11 Percent of Class Represented by Amount in Row (9)
38.3%
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12 Type of Reporting Person
IN
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<PAGE>
This Amendment No. 4 to the Schedule 13G filed on February 17, 1998, by Anschutz
Company ("AC") and Philip F. Anschutz ("Anschutz"), relates to shares of Common
Stock, $0.01 par value per share, of Qwest Communications International Inc.
("Common Stock") and amends Item 4 of the Schedule 13G. This Amendment No. 4
replaces, in their entirety, Amendments No. 2 and No. 3 to the Schedule 13G,
both of which were filed on February 14, 2000 and included erroneous
information. With the filing of this Amendment No. 4, Amendments No. 2 and No. 3
should be disregarded in their entirety.
ITEM 4.
The information previously furnished in response to this Item is amended to read
as follows:
<TABLE>
<CAPTION>
ANSCHUTZ:
<S> <C> <C>
(a) Amount beneficially owned: 287,089,332(1)(2)
(b) Percent of class: Approximately 38.3%(3)
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 4
(ii) Shared power to vote or to direct the vote: 287,089,328(1)(2)
(iii) Sole power to dispose or to direct the disposition of: 4
(iv) Shared power to dispose or to direct the disposition of: 287,089,328(1)(2)
AC:
(a) Amount beneficially owned: 287,089,328(2)
(b) Percent of class: Approximately 38.3% (3)
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 287,089,328(2)
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 287,089,328(2)
</TABLE>
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(1) This number includes shares directly owned by AC; Anschutz is the owner of
100% of the capital stock of AC.
(2) This number does not include a warrant to acquire 17,200,000 shares of
Common Stock held by Anschutz Family Investment Company LLC ("AFIC"); AC is
the Manager and one-percent equity owner of AFIC.
(3) (Based on 749,990,426 shares of Common Stock issued and outstanding as of
December 31, 1999).
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
ANSCHUTZ COMPANY
By: Philip F. Anschutz
Chairman
By: /s/ ROBERT M. SWYSGOOD February 18, 2000
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Robert M. Swysgood (4) Date
Attorney-in-fact
(4) Philip F. Anschutz executed a power of attorney that authorizes Robert M.
Swysgood to sign this Amendment No. 4 to the Schedule 13G on his behalf as
an individual and on his behalf as Chairman of Anschutz Company. A copy of
the power of attorney is filed as Exhibit 3 to this Amendment No. 4.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
PHILIP F. ANSCHUTZ
By: /s/ ROBERT M. SWYSGOOD February 18, 2000
---------------------- -----------------
Robert M. Swysgood (4) Date
Attorney-in-fact
(4) Philip F. Anschutz executed a power of attorney that authorizes Robert M.
Swysgood to sign this Amendment No. 4 to the Schedule 13G on his behalf as
an individual and on his behalf as Chairman of Anschutz Company. A copy of
the power of attorney is filed as Exhibit 3 to this Amendment No. 4.
<PAGE>
EXHIBIT 3
POWER OF ATTORNEY
I, Philip F. Anschutz, hereby appoint Robert M. Swysgood, my true and
lawful attorney-in-fact to:
(1) execute for me and on my behalf, in my capacity as an individual
and in my capacity as an officer and/or director of Anschutz
Company and The Anschutz Corporation (the "Companies"), Forms 3,
4, and 5 and Schedules 13D and 13G and any Amendments thereto, in
accordance with Sections 13 and 16 of the Securities Exchange Act
of 1934 and the rules thereunder;
(2) do and perform any and all acts for me and on my behalf which may
be necessary or desirable to complete and execute any such Forms
3, 4, or 5 and Schedules 13D and 13G and any Amendments thereto
and timely file such Form, Schedule or Amendment with the United
States Securities and Exchange Commission and any stock exchange
or similar authority; and
(3) take any other action of any type whatsoever in connection with
the foregoing which, in the opinion of the attorney-in-fact, may
be of benefit to, in the best interest of, or legally required by
me, it being understood that the documents executed by the
attorney-in-fact on my behalf pursuant to the Power of Attorney
shall be in such form and shall contain such terms and conditions
as the attorney-in-fact may approve in his discretion.
I hereby grant to the attorney-in-fact full power and authority to do
and perform any and every act and thing whatsoever requisite, necessary, or
proper to be done in the exercise of any of the rights and powers herein granted
as fully to all intents and purposes as I might or could do if personally
present, with full power of substitution or revocation, hereby ratifying and
confirming all that the attorney-in-fact, or the attorney-in-fact's substitute
or substitutes, shall lawfully do or cause to be done by virtue of this Power of
Attorney and the rights and powers herein granted. I hereby acknowledge that the
foregoing attorney-in-fact, in serving in such capacity at my request, is not
assuming, nor are the Companies assuming, any of my responsibilities to comply
with Section 13 or 16 of the Securities Exchange Act of 1934.
This Power of Attorney shall remain in full force and effect until I am
no longer required to file Forms 3, 4, and 5 and Schedules 13D and 13G and any
Amendments thereto, unless I earlier revoke this Power of Attorney in a signed
writing delivered to the attorney-in-fact.
IN WITNESS WHEREOF, I hereby cause this Power of Attorney to be
executed as of this 21st day of October, 1999.
/s/ PHILIP F. ANSCHUTZ
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Philip F. Anschutz
