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)
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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
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EXHIBIT INDEX
Exhibit 99.1 Press release of the Registrant and LCI
International, Inc. dated June 5, 1998.
A-1
QWEST CORPORATE CONTACT: QWEST INVESTOR CONTACT: QWEST MEDIA CONTACT:
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Qwest Communications Qwest Communications Alexander Communications
Lisa Hempel Lee Wolfe Amy Messenger
(303) 291-1708 (800) 567-7296 (303) 615-5070 x101
[email protected] [email protected] [email protected]
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HTTP://WWW.QWEST.NET HTTP://WWW.QWEST.NET HTTP://WWW.ALEXANDER-PR.COM
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LCI CORPORATE CONTACT: LCI INVESTOR CONTACT:
LCI International LCI International
Gerry Simone Kevin Taback
(703) 848-4478 (703) 848-4493
[email protected] [email protected]
HTTP://WWW.LCI.COM HTTP://WWW.LCI.COM
QWEST AND LCI CONSUMMATE MERGER
DENVER AND MCLEAN, VA - JUNE 5, 1998 - Qwest Communications International Inc.
and LCI International, Inc. today announced the merger between them has been
completed and will be effective Friday, June 5, 1998, at 4:30 p.m. Eastern
Daylight Time. The merger creates one of the industry's leading multimedia
communications companies with combined 1997 revenues of $2.3 billion, over two
million business and residential customers, a total current equity market
capitalization of approximately $11 billion, and the most advanced fiber optic
network in the world.
Each outstanding share of LCI common stock will be exchanged for 1.1661 shares
of Qwest common stock and cash in lieu of fractional shares. The exchange rate
for each LCI share was determined by dividing $42 by $36.0178 - the average of
the daily volume weighted average of trading prices for Qwest common stock for
the 15 consecutive trading day period ending on June 4, 1998. In the
transaction, Qwest will issue up to 129,788,000 shares in respect of LCI shares
and options currently outstanding, or approximately 38 percent of the combined
company's shares (assuming all LCI options are exercised). The merger is
intended to qualify as a tax-free reorganization and will be accounted for as a
purchase.
"The combination of Qwest and LCI creates one of the fastest growing companies
in America today. We are very pleased to consummate the merger with LCI in such
a smooth and timely manner," said Joseph P. Nacchio, president and CEO of Qwest.
"We have a top notch management team with extraordinary experience to lead the
industry by combining the world-class attributes of the Qwest Macro Capacity(sm)
Fiber Network with LCI's sales and marketing expertise, distribution channels,
and customer care and billing systems."
Commenting on the completion of the deal, H. Brian Thompson, former LCI chairman
and CEO who will now serve as Qwest's new vice chairman said, "We are very proud
of what we have accomplished over the past seven years, as we have transformed
LCI from a
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struggling company with minimal recognition, into a world-class organization and
one of the most successful competitors in the long-distance industry. This
merger will allow our combined companies to establish a whole new level of
market presence, capabilities and position in serving customers in the global
marketplace."
THE QWEST MACRO CAPACITY FIBER NETWORK
Qwest's planned domestic 18,449 mile network will serve over 130 cities, which
represent approximately 80 percent of the data and voice traffic originating in
the United States, upon its scheduled completion in the second quarter of 1999.
To date, approximately 8,500 miles of the Qwest Macro Capacity Fiber Network are
activated, including the transcontinental segment that extends from Los Angeles
to Sacramento and across to New York. Qwest is also extending its network 1,400
miles into Mexico with completion slated for late 1998 and has transatlantic
capacity to serve Europe.
The Qwest Macro Capacity Fiber network is designed with a highly reliable and
secure bi-directional, line switching OC-192 SONET ring architecture. Upon
completion, the network will offer a self-healing system that provides the
ultimate security and reliability by allowing instantaneous rerouting in the
event of a fiber cut.
ABOUT LCI
LCI International, Inc. one of the nation's fastest growing long-distance
carriers, provides a full array of world wide voice and data transmission
services to businesses, residential customers and other carriers through its
4,500 mile fiber-optic network which is planned to be 8,500 miles by the end of
the year. The company also currently provides local telephone service to
commercial customers in 41 U.S. markets. LCI International, Inc. has offices in
more than 60 locations, including national network control and customer service
centers, and regional operations in various locations throughout the United
States.
ABOUT QWEST
Qwest Communications International Inc. (NASDAQ: QWST) is a multimedia
communications company building a high-capacity, fiber optic network for the
21st century. With its state-of-the-art network technology, Qwest will deliver
high-quality data, video and voice services securely and reliably to businesses,
consumers, and other communications service providers. Further information is
available at WWW.QWEST.NET.
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This release may contain 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 Qwest with the SEC,
especially the most recent filings of Qwest under the Securities Exchange Act of
1934, which identify important risk factors that could cause actual results to
differ from those contained in the forward-looking statements, including
potential fluctuations in quarterly results, dependence on new product
development, rapid technological and market change, failure to complete the
network on schedule, volatility of stock price, financial risk management and
future growth subject to risks.
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This announcement is not an offer to sell or a solicitation to buy any
securities of Qwest. Any offering of securities will be made only pursuant to a
prospectus prepared by Qwest.
The Qwest logo is a registered trademark of Qwest Communications International
Inc. in the U.S. and certain other countries.
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