424(d)
SUPPLEMENT DATED FEBRUARY 27, 1998
TO
PROXY STATEMENT/PROSPECTUS DATED FEBRUARY 12, 1998
The following is the transcript of the message available beginning
February 23, 1998 to persons who call the toll-free number referenced in the
Proxy Statement/Prospectus dated February 12, 1998 contained in the Registration
Statement on Form S-4 filed by Qwest Communications International Inc. with the
Securities and Exchange Commission on February 12, 1998:
You have reached Qwest. The following recording will provide you with
information regarding Qwest's proposed acquisition of Phoenix Network. The terms
used in this recording are defined in the Proxy Statement/Prospectus dated
February 12, 1998 and filed by Qwest with the Securities and Exchange Commission
with the Registration Statement on Form S-4. The dollar amounts give effect to
the 2-for-1 stock split of Qwest Common Stock effective on February 24.
If the merger were consummated on Friday, February 27, the Average Market Price
of Qwest Common Stock would be 35.41 dollars and the Effective Time Adjusted
Average Market Price would be 33.75 dollars. Assuming the Acquisition Value to
be 26.8 million dollars, the Stock Consideration would be approximately 0.0219
shares of Qwest Common Stock per share of Phoenix Common Stock and each share of
Phoenix Common Stock would receive Qwest Common Stock having a market value of
approximately 77.5 cents. Assuming the Acquisition Value to be 28.5 million
dollars, the Stock Consideration would be approximately 0.0233 shares of Qwest
Common Stock per share of Phoenix Common Stock and each share of Phoenix Common
Stock would receive Qwest Common Stock having a market value of approximately
82.4 cents.
This recording is not a recommendation to approve Qwest's acquisition of Phoenix
Network, an offer to sell Qwest Common Stock or a solicitation of an offer to
purchase Qwest Common Stock. That offer is made only by the Proxy
Statement/Prospectus, which you should review for more information. Additional
copies of the Proxy Statement/Prospectus may be obtained by calling the
Secretary of Phoenix Network at (303) 215-5500.
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The following is the transcript of the message available beginning
March 2, 1998 to persons who call the toll-free number referenced in the Proxy
Statement/Prospectus dated February 12, 1998 contained in the Registration
Statement on Form S-4 filed by Qwest Communications International Inc. with the
Securities and Exchange Commission on February 12, 1998:
You have reached Qwest. The following recording will provide you with
information regarding Qwest's proposed acquisition of Phoenix Network. The terms
used in this recording are defined in the Proxy Statement/Prospectus dated
February 12, 1998 and filed by Qwest with the Securities and Exchange Commission
with the Registration Statement on Form S-4.
If the merger were consummated on Friday, March 6, the Average Market Price of
Qwest Common Stock would be thirty-five dollars ($35.00) and the Effective Time
Adjusted Average Market Price would be thirty-three dollars and seventy-five
cents ($33.75). Assuming the Acquisition Value to be twenty-six point eight
million dollars, the Stock Consideration would be approximately 0.0219 shares of
Qwest Common Stock per share of Phoenix Common Stock and each share of Phoenix
Common Stock would receive Qwest Common Stock having a market value of
approximately seventy-six point six cents. Assuming the Acquisition Value to be
twenty-eight point five million dollars, the Stock Consideration would be
approximately 0.0233 shares of Qwest Common Stock per share of Phoenix Common
Stock and each share of Phoenix Common Stock would receive Qwest Common Stock
having a market value of approximately eighty-one point five cents.
This recording is not a recommendation to approve Qwest's acquisition of Phoenix
Network, an offer to sell Qwest Common Stock or a solicitation of an offer to
purchase Qwest Common Stock. That offer is made only by the Proxy
Statement/Prospectus, which you should review for more information. Additional
copies of the Proxy Statement/Prospectus may be obtained by calling the
Secretary of Phoenix Network at (303) 215-5500.
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The following is the transcript of the message available beginning
March 6, 1998 to persons who call the toll-free number referenced in the Proxy
Statement/Prospectus dated February 12, 1998 contained in the Registration
Statement on Form S-4 filed by Qwest Communications International Inc. with the
Securities and Exchange Commission on February 12, 1998:
You have reached Qwest. The following recording will provide you with
information regarding Qwest's proposed acquisition of Phoenix Network. The terms
used in this recording are defined in the Proxy Statement/Prospectus dated
February 12, 1998 and filed by Qwest with the Securities and Exchange Commission
with the Registration Statement on Form S-4.
If the merger were consummated on Friday, March 13, the Average Market Price of
Qwest Common Stock would be thirty-five dollars and three cent ($35.03) and the
Effective Time Adjusted Average Market Price would be thirty-three dollars and
seventy-five cents ($33.75). Assuming the Acquisition Value to be twenty-six
point eight million dollars, the Stock Consideration would be approximately
0.0219 shares of Qwest Common Stock per share of Phoenix Common Stock and each
share of Phoenix Common Stock would receive Qwest Common Stock having a market
value of approximately seventy-six point seven cents. Assuming the Acquisition
Value to be twenty-eight point five million dollars, the Stock Consideration
would be approximately 0.0233 shares of Qwest Common Stock per share of Phoenix
Common Stock and each share of Phoenix Common Stock would receive Qwest Common
Stock having a market value of approximately eighty-one point five cents.
This recording is not a recommendation to approve Qwest's acquisition of Phoenix
Network, an offer to sell Qwest Common Stock or a solicitation of an offer to
purchase Qwest Common Stock. That offer is made only by the Proxy
Statement/Prospectus, which you should review for more information. Additional
copies of the Proxy Statement/Prospectus may be obtained by calling the
Secretary of Phoenix Network at (303) 215-5500.
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The following is the transcript of the message available beginning
March 16, 1998 to persons who call the toll-free number referenced in the Proxy
Statement/Prospectus dated February 12, 1998 contained in the Registration
Statement on Form S-4 filed by Qwest Communications International Inc. with the
Securities and Exchange Commission on February 12, 1998:
You have reached Qwest. The following recording will provide you with
information regarding Qwest's proposed acquisition of Phoenix Network. The terms
used in this recording are defined in the Proxy Statement/Prospectus dated
February 12, 1998 and filed by Qwest with the Securities and Exchange Commission
with the Registration Statement on Form S-4.
If the merger were consummated on Friday, March 20, the Average Market Price of
Qwest Common Stock would be thirty-six dollars and fifty-three cents ($36.53)
and the Effective Time Adjusted Average Market Price would be thirty-four
dollars and eighty-nine cents ($34.89). Assuming the Acquisition Value to be
twenty-six point eight million dollars, the Stock Consideration would be
approximately 0.0218 shares of Qwest Common Stock per share of Phoenix Common
Stock and each share of Phoenix Common Stock would receive Qwest Common Stock
having a market value of approximately seventy-nine point sixty-three cents.
Assuming the Acquisition Value to be twenty-eight point five million dollars,
the Stock Consideration would be approximately 0.0232 shares of Qwest Common
Stock per share of Phoenix Common Stock and each share of Phoenix Common Stock
would receive Qwest Common Stock having a market value of approximately
eighty-four point sixty-eight cents.
This recording is not a recommendation to approve Qwest's acquisition of Phoenix
Network, an offer to sell Qwest Common Stock or a solicitation of an offer to
purchase Qwest Common Stock. That offer is made only by the Proxy
Statement/Prospectus, which you should review for more information. Additional
copies of the Proxy Statement/Prospectus may be obtained by calling the
Secretary of Phoenix Network at (303) 215-5500.
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<PAGE>
The following is the transcript of the message available beginning
March 25, 1998 to persons who call the toll-free number referenced in the Proxy
Statement/Prospectus dated February 12, 1998 contained in the Registration
Statement on Form S-4 filed by Qwest Communications International Inc. with the
Securities and Exchange Commission on February 12, 1998:
You have reached Qwest. The following recording will provide you with
information regarding Qwest's proposed acquisition of Phoenix Network. The terms
used in this recording are defined in the Proxy Statement/Prospectus dated
February 12, 1998 and filed by Qwest with the Securities and Exchange Commission
with the Registration Statement on Form S-4.
If the merger were consummated on Monday, March 30 (which is the date of the
Phoenix Annual Meeting), the Average Market Price of Qwest Common Stock would be
thirty-eight dollars and nine cents ($38.09) and the Effective Time Adjusted
Average Market Price would be thirty-four dollars and sixty-seven cents
($34.67). Assuming the Acquisition Value to be twenty-six point eight million
dollars, the Stock Consideration would be approximately 0.0213 shares of Qwest
Common Stock per share of Phoenix Common Stock and each share of Phoenix Common
Stock would receive Qwest Common Stock having a market value of approximately
eighty-one point sixteen cents. Assuming the Acquisition Value to be
twenty-eight point five million dollars, the Stock Consideration would be
approximately 0.0227 shares of Qwest Common Stock per share of Phoenix Common
Stock and each share of Phoenix Common Stock would receive Qwest Common Stock
having a market value of approximately eighty-six point thirty-one cents.
This recording is not a recommendation to approve Qwest's acquisition of Phoenix
Network, an offer to sell Qwest Common Stock or a solicitation of an offer to
purchase Qwest Common Stock. That offer is made only by the Proxy
Statement/Prospectus, which you should review for more information. Additional
copies of the Proxy Statement/Prospectus may be obtained by calling the
Secretary of Phoenix Network at (303) 215-5500.
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